This section contains the nature of the case and procedural background.

Late on November 3, 2020, the Fox News Channel declared Joseph Biden the winner of Arizona's electoral votes. Then-President Donald Trump contested the call based on allegations about election fraud. Hours later, Trump declared himself the winner. Despite Trump's claim, Fox News called the election for Biden on November 7. The daytime and primetime audiences for Fox News plummeted by over one-third. In response to the viewer backlash, Murdoch, Lachlan, and Suzanne Scott, the CEO of Fox News, decided to indulge and amplify Trump's election-denial narrative. Fox News began airing stories sympathetic to Trump's election-fraud claims. Fox News also hosted guests who championed those claims. Trump advisors Sidney Powell and Rudy Giuliani appeared repeatedly on Fox News and asserted that Dominion Voting Systems and Smartmatic USA provided voting machines and voting software that illegally switched votes from Trump to Biden. Dominion and Smartmatic sent cease-and-desist letters to Fox Corporation. Fox did not respond to the letters. Fox did not retract any of Fox News' assertions about Dominion and Smartmatic committing election fraud. In the Fox News fact-checking department, no one could find evidence to support the accusations against Dominion or Smartmatic. Fox News continued to air the election-fraud narrative and host guests who advanced it. Smartmatic and Dominion sued Fox for defamation. On the first day of the trial, Fox settled with Dominion for $787.5 million. The Smartmatic litigation remains pending. Ps assert claims for breach of fiduciary duty against Murdoch and Lachlan in their capacities as Fox officers and directors, Scott, the Fox News CEO, and Viet Dinh, Fox's general counsel, in their officer capacities. Ps claims that Ds breached their fiduciary duties by acting in bad faith 'to pursue profits through tortious misconduct.' Count II asserts that outside directors breached their fiduciary duties by 'consciously disregarding the risk of tort liability from actionable defamation, and 'failed to act in good faith to establish information and reporting systems that mitigate defamation risk,' and 'disregarded red flags respecting defamation liability to Dominion and Smartmatic. Ds have moved to dismiss the complaint under Court of Chancery Rule 23.1.

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