David Murdock (defendant) owned 40 percent of Dole Food Company, Inc.’s common stock and was the company’s chairman and CEO. Murdock proposed to buy the rest of Dole’s common stock for $12 per share. The transaction was subject to the approval of a board committee comprised of independent directors, and a vote of the majority of the unaffiliated stockholders. Prior to Murdock’s offer, his confidant Michael Carter (defendant) had misrepresented to the board the amount of savings the company could gain if it sold half of the business. Carter also canceled a newly announced stock repurchase program for questionable reasons, thus decreasing Dole’s stock price just prior to Murdock’s offer. After Murdock presented his proposal to the board, Carter provided the review committee with lowball projections, while providing Murdock more accurate higher projections. The committee negotiated a price of $13.50 per share, which independent counsel found to be fair. The committee thus approved the transaction, as did 50.9 percent of the unaffiliated stockholders. Certain Dole unaffiliated stockholders (plaintiffs) sued Murdock and Carter for breach of their fiduciary duties.