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

Pincus (D) founded Zynga in 2007 and controlled 37.4% of Zynga's voting power immediately after the company's IPO, and 36.5% immediately before the secondary offering. He sold 16.5 million shares in the secondary offering and received $192,060,000 in net proceeds, equating to $11.64 per share. Defendants Schappert, Hoffman, and Van Natta together sold approximately 1.5 million shares in the secondary offering, receiving over $17.6 million in net proceeds. Morgan Stanley & Co. LLC and Goldman, Sachs & Co. served as the lead underwriters in Zynga's (D) IPO and the secondary offering. P has been a Zynga (D) stockholder at all times relevant to this case. She was also a Zynga (D)employee from 2009 until May 2011 and acquired 30,000 shares of stock at an exercise price of $3.805 per share. In September 2012, she sold all of her stock substantially at a price of $3.15 per share. On December 16, 2011, Zynga (D) completed its IPO. It sold 100 million shares to the public at $10 per share, raising $1 billion for an enterprise value of over $7 billion. Before the IPO, all officers and employees, and most other pre-IPO investors had agreed to lockup restrictions that prevented them from selling their Zynga (D) stock for a 165-day period until after May 28, 2012. The lockup was for the remaining 688 million shares of stock. In its IPO underwriting agreement with Morgan Stanley and Goldman, Zynga (D) had agreed 'not to amend, modify or terminate, or waive any provision of, any of the 'lock-up' agreements with [its] officers, directors or stockholders' without the underwriters' prior written consent. In March 2012, Zynga's (D) directors decided to modify the lockup restrictions to permit certain pre-IPO stockholders to sell some of their shares before the original May 28, 2012, expiration date and the rest of their shares after the original May 28, 2012, expiration date. All eight of Zynga's (D) directors voted in favor of this lockup restructuring. The board received the consent of Morgan Stanley and Goldman to restructure the lockups. The board waived the lockup restrictions for approximately 49 million shares (inclusive of the underwriters' option to purchase additional shares) held by select investors, including four of Zynga's (D) eight directors: Pincus, Schappert, Hoffman, and Van Natta. For the stock held by these four directors, the board also waived the company's 'blackout' policy, which prohibited Zynga (D) employees from selling stock during a designated period around the company's quarterly earnings releases. The goal was to make a secondary offering of Zynga (D) stock to the public that closed on April 3, 2012. Director Ds would each participate in this secondary offering. Another 114 million shares held by non-executive employees could also be sold on May 1, 2012. This left 325 million shares held by former employees and certain institutional investors that were not modified. Those shares could be sold starting on May 29, 2012, after the 165-day lockup period expired. The board extended the lockup restrictions for the remaining holdings of those stockholders who were permitted to participate in the secondary offering and certain other stockholders. This last group included the rest of the stock held by all eight Zynga (D) directors. In total, approximately 200 million shares were subject to extended lockups. Approximately 50 million shares could be sold on July 6, 2012, and approximately 150 million shares could be sold on August 16, 2012. On April 3, 2012, the secondary offering closed at a price of $12.00 per share. Morgan Stanley and Goldman acted as the lead underwriters and each received more than $5.3 million in fees and commissions. After the secondary offering, the stock took a nose dive, falling from $12.00 to $8.46 per share on May 1 and then to a closing price of $6.09 per share on May 29 (when approximately 325 million shares could be sold by Ps. After May 29, it closed at $5.36 per share and then to a closing price of $3.00 per share on August 16 (when approximately 150 million shares could be sold by Zynga (D) directors and other investors). Ps sued Ds, asserting that Ds breached their fiduciary duty of loyalty by waiving the lockup restrictions and that the Underwriter Defendants aided and abetted those breaches of fiduciary duty. Ds moved to dismiss and so did the Underwriter Defendants. The court refused to dismiss the action against the directors. It then turned to the aiding and abetting breach of fiduciary duty.

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