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

Oracle is a technology company offering software, hardware, and cloud computing technologies. Its founder, Lawrence Ellison, has served on its board of directors since 1977 and was Chief Executive Officer (CEO) until September 2014. At that time, he became Chief Technology Officer and Executive Chairman of the Board. NetSuite was a technology company offering cloud-based enterprise resource planning (ERP) and commerce software suites. NetSuite's co-founder, Evan Goldberg, was a former Oracle employee. At the time of the transaction, he served as NetSuite's Chief Technology Officer and Chairman of the Board. Ellison had long eyed NetSuite as an Oracle acquisition target. NetSuite failed to meet its bookings growth rate projections. Oracle management at Ellison’s urging looked seriously at NetSuite. Oracle management discussed a potential acquisition of NetSuite with the Oracle board. Before the NetSuite presentation, Ellison left the room and recused himself from the discussion. The CEOs of each company talked. On March 18, 2016, the Oracle board, with Ellison recused, formed a special committee to negotiate a potential transaction with NetSuite. Over the course of the next seven months, the Special Committee met 15 times to consider the transaction. The Special Committee engaged Skadden, Arps, Slate, Meagher and Flom LLP as counsel and Moelis & Company as financial advisor. They eventually found Oracle and NetSuite to be very complementary. Oracle management recommended that the Special Committee move forward with the acquisition and left the meeting. Moelis confirmed the view that NetSuite could boost Oracle's ability to compete in the cloud ERP space. The Special Committee determined that (1) acquiring NetSuite would be highly beneficial to Oracle, and (2) it was the right time to make an initial offer. On May 27, 2016, the Special Committee met with Skadden, Moelis, and Oracle management to discuss NetSuite valuations. They shared discounted cash flow analyses, precedent transaction multiples, and a home-grown incremental model designed by Oracle's corporate development team. The incremental model 'reflect[ed] the incremental revenue and expenses as a result of owning the target by which[,] . . . over a five-year-horizon, [Oracle could] accomplish.'It did not consider post-acquisition operating plans or overhead costs that would be allocated to NetSuite for accounting and budgeting purposes. Oracle management recommended an opening bid of $100 per share. Moelis representatives reviewed the models and raised questions with Oracle management. They ultimately concluded that the models were reasonable. After Oracle management left the meeting, Moelis presented their valuations and shared public market price targets, revenue multiples, and precedent transactions. Moelis advised that the opening bid should be no lower than $100 per share to secure NetSuite's interest. The Special Committee decided to submit an opening bid of $100 per share, which Moelis communicated to NetSuite's financial advisor on June 1, 2016. Back-and-forth negotiations occurred. On July 12, 2016, NetSuite accepted the final offer of $109 per share. Oracle’s tender offer successfully closed on November 7, 2016. On May 3, 2017, P filed a derivative suit in the Court of Chancery against Ellison, Catz, members of the Special Committee, and Oracle. P alleged that 'Ellison took advantage of Oracle's need for [a] cloud-based acquisition and used Oracle's money to overpay for NetSuite for the benefit of himself and his family, receiving nearly $4 billion from the Transaction - a massive return on Ellison's initial $125 million investment in NetSuite.' P alleged that Catz (CEO) was Ellison's 'hand-selected consigliere' and that the Special Committee was 'flanked by Oracle's senior management, to whom the Special Committee and its advisors deferred. P eventually voluntarily dismissed claims against all defendants except Ellison and Catz. On May 4, 2018, the board formed an SLC to investigate P's claims. The SLC was chaired by William Parrett with members Charles Moorman and Leon Panetta. It retained its own independent counsel and financial advisor. The Court of Chancery stayed the litigation for thirteen months while the SLC investigated the claims and explored whether a settlement was feasible through non-binding mediation. On August 15, 2019, the SLC's counsel informed the Court of Chancery that 'it appears unlikely that a settlement can be reached in the near future' and P should be allowed to proceed with the derivative litigation. The Court of Chancery held a ten-day trial and concluded that the 'transaction was negotiated at arm's length by a fully empowered Special Committee.' The court determined that, although Ellison would receive a non-ratable benefit from the sale of his stock in NetSuite and was therefore conflicted, he removed himself from the process and left the decision-making to an independent and disinterested special committee. The court found that Ellison held less than 30% of Oracle's voting power and therefore did not have hard control. It found that Ellison did not control Oracle's day-to-day functions nor the board's decisions over the company's operations. It found that the Oracle board 'was not afraid to stand opposed to Ellison.' The court concluded that, although 'Ellison had clout,' he 'did not exercise general control.' The court did not accept P's factual claims that Ellison's potential to control a transaction was so inherently coercive that it rendered him a controlling stockholder. Accordingly, the court found that Ellison did not exercise transactional control over the acquisition. According to the court, whether the standard of review should be elevated from business judgment review under the plaintiffs' 'fraud on the board' theory turned on a five-part test: whether (1) the fiduciary was materially interested; (2) the board was inattentive or ineffective; (3) the fiduciary deceived or manipulated the board; (4) the deception was material; and (5) the deception tainted the board's decision-making process. The Court of Chancery rejected the plaintiffs' disclosure claim and found that neither Ellison nor Catz defrauded the Oracle board and the Special Committee. P appealed.

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