EMC Corporation merged with Dell. The International Brotherhood of Electrical Workers Local No. 129 Benefit Fund and other EMC shareholders (plaintiffs) brought a direct suit against EMC’s CEO, Joseph Tucci (defendant), alleging that Tucci breached his fiduciary duty by failing to maximize the value of EMC’s stock. Massachusetts law required directors to discharge their fiduciary duties in a way the directors believed was in the corporation’s best interests. In making that determination, directors were permitted to consider the interests of shareholders, among other things. The superior court granted Tucci’s motion to dismiss the plaintiffs’ complaint on the ground that it was a direct suit, not a derivative suit. The plaintiffs appealed.