IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

STEPHEN M. SCIANNELLA, individually 

and on behalf of all others similarly situated,

Plaintiff,

v.

ASTRAZENECA UK LIMITED, 

ASTRAZENECA PLC, TYRELL RIVERS, 

PH.D., PASCAL SORIOT, ZHENGBIN YAO, 

PH.D., EDWARD HU, YANLING CAO, 

ANDREAS WICKI, CHRIS NOLET, and 

RACHELLE JACQUES, 

Defendants.

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C.A. No. 2023-0125-PAF

MEMORANDUM OPINION

Date Submitted: January 25, 2024

Date Decided: July 8, 2024

Kimberly A. Evans, Lindsay K. Faccenda, Irene R. Lax, Robert Erikson, BLOCK & 

LEVITON LLP, Wilmington, Delaware; Christopher H. Lyons, Tayler D. Bolton,

ROBBINS GELLER RUDMAN & DOWD LLP, Wilmington, Delaware; Randall J. 

Baron, David A. Knotts, Teo A. Doremus, ROBBINS GELLER RUDMAN & 

DOWD LLP, San Diego, California; Brett M. Middleton, JOHNSON FISTEL, LLP, 

San Diego, California; Attorneys for Plaintiff Stephen M. Sciannella.

Kevin M. Gallagher, Nicole M. Henry, RICHARDS, LAYTON & FINGER, P.A., 

Wilmington, Delaware; John F. Sylvia, Kerime S. Akoglu, MINTZ, LEVIN, COHN, 

FERRIS, GLOVSKY AND POPEO, P.C., Boston, Massachusetts; Attorneys for 

Defendants Zhengbin Yao, Ph.D., Edward Hu, Yanling Cao, Andreas Wicki, Chris 

Nolet, and Rachelle Jacques.

Daniel M. Silver, Benjamin A. Smyth, Sarah E. Delia, Alexandra M. Joyce,

MCCARTER & ENGLISH, LLP, Wilmington, Delaware; Meredith Kotler, Mary 

Eaton, Nicholas A. Caselli, FRESHFIELDS BRUCKHAUS DERINGER US LLP, 
New York, New York; Attorneys for Defendants AstraZeneca UK Limited, 

AstraZeneca plc, Tyrell Rivers, Ph.D., and Pascal Soriot.

FIORAVANTI, Vice Chancellor
1

In this putative class action, a former stockholder of Viela Bio, Inc. (“Viela” 

or the “Company”) alleges the directors, officers, and former parent of the Company 

breached their fiduciary duties in selling the Company to affiliates of Horizon 

Therapeutics plc (“Horizon”) in 2021 for $53.00 per share. The transaction was 

structured as a tender offer followed by a merger. The plaintiff alleges that 

AstraZeneca plc and AstraZeneca UK Limited (collectively, “AstraZeneca”), which 

owned 26.7% of Viela’s outstanding common stock, controlled Viela and pushed for 

a quick sale of the Company so that AstraZeneca could facilitate its acquisition of 

Viela’s rival. 

AstraZeneca has moved to dismiss under Court of Chancery Rule 12(b)(2), 

arguing that it is not subject to personal jurisdiction in Delaware. In addition, all of 

the defendants have moved to dismiss the complaint under Court of Chancery Rule 

12(b)(6) for failure to state a claim upon which relief can be granted. AstraZeneca

argues that it was not a controlling stockholder and, therefore, owed no fiduciary 

duties to the plaintiff or Viela stockholders. The individual defendants argue that 

the complaint must be dismissed because a majority of Viela’s disinterested 

stockholders tendered their shares in an uncoerced and fully informed tender offer, 

subjecting the transaction to business judgment review under Corwin v. KKR 

Financial Holdings LLC, 125 A.3d 304 (Del. 2015).
2

In opposing the motions to dismiss, the plaintiff argues that AstraZeneca is 

subject to personal jurisdiction because Viela designated Delaware as the exclusive 

forum for litigation such as this case at a time when AstraZeneca controlled the 

Company. The plaintiff also insists that Corwin is inapplicable for two reasons. 

First, he argues that the transaction is subject to review under the entire fairness 

standard because AstraZeneca was Viela’s controlling stockholder and pushed the 

Company into the transaction so that AstraZeneca could acquire Viela’s direct 

competitor. Second, he contends that a majority of stockholders that tendered their 

shares were not fully informed because the recommendation statement that the board 

disseminated to stockholders for the transaction was materially misleading and 

omitted material information.

For the reasons that follow, the court concludes that the complaint fails to 

plead facts to support a reasonable inference that AstraZeneca was a controlling 

stockholder at the time of the transaction and, therefore, did not owe fiduciary duties 

to the plaintiff or Viela stockholders. The court further concludes that the complaint 

fails to allege that the recommendation statement was materially misleading or 

omitted material facts. Therefore, under Corwin, the transaction is subject to 

business judgment review, and the complaint must be dismissed under Court of 

Chancery Rule 12(b)(6) for failure to state a claim.
3

I. BACKGROUND

The following recitation of the facts is drawn from the Verified Complaint

(the “Complaint”),

1 the documents integral thereto, and public filings subject to 

judicial notice.

2

1 Citations to the docket in this action are in the form of “Dkt. [#].” In citations, the 

Complaint in this action, Dkt. 1, will be cited as “Compl.” After being identified initially, 

individuals are referenced herein by their surnames without regard to formal titles such as 

“Dr.” No disrespect is intended. 

2 The Complaint incorporates by reference documents filed with the U.S. Securities and 

Exchange Commission (the “SEC”). The court may take judicial notice of these 

documents on a motion to dismiss. In re Santa Fe Pacific S’holder Litig., 669 A.2d 59, 69 

(Del. 1995). Exhibits attached to the Complaint are cited as “Ex.” Exhibits entered into 

the record by AstraZeneca are cited as “AZ Defs.’ Ex.” Exhibits entered into the record 

by the Non-AZ Directors (defined below) are cited as “Director Defs.’ Ex.” Plaintiff 

objected that Defendants have introduced into the record extraneous documents produced 

to Plaintiff in response to a books and record demand under 8 Del. C. § 220. See Pl.’s 

Answering Br. 80–81. The Complaint, however, references documents from the § 220 

action. See, e.g., Compl. ¶¶ 14, 15, 88–91. The parties also stipulated that the documents 

from the § 220 action are incorporated by reference into the Complaint. AZ Defs.’ Ex. 60 

¶ 15. The court is permitted to consider these documents on a motion to dismiss. 

Amalgamated Bank v. Yahoo! Inc., 132 A.3d 752, 797 (Del. Ch. 2016) (“[A] plaintiff may 

not reference certain documents outside the complaint and at the same time prevent the 

court from considering those documents’ actual terms.” (internal quotation marks 

omitted)), abrogated on other grounds by Tiger v. Boast Apparel, Inc., 214 A.3d 933 (Del. 

2019). While the court may consider documents produced pursuant to a § 220 demand that 

the parties have agreed to incorporate by reference into an ensuing complaint, the 

incorporation by reference doctrine does not “change the pleading standard that governs a 

motion to dismiss.” Id. at 798. “If there are factual conflicts in the documents or the 

circumstances support competing interpretations, and if the plaintiff makes a well-pleaded 

factual allegation, then the allegation will be credited.” Id. The plaintiff is also entitled to 

all reasonable inferences. “[I]f a document or the circumstances support more than one 

possible inference, and if the inference that the plaintiff seeks is reasonable, then the 

plaintiff receives the inference.” Id.
4

A. Parties and Relevant Participants

Plaintiff Stephen M. Sciannella (“Plaintiff”) was a stockholder of Viela prior 

to its acquisition by Horizon.

3

Defendant AstraZeneca UK Limited (“AstraZeneca UK”) is a wholly owned 

subsidiary of AstraZeneca plc and is headquartered in Cambridge, England.4

 

AstraZeneca UK focuses on the discovery, development, manufacturing, and 

commercialization of medications.5

 AstraZeneca UK owned 26.72% of Viela’s 

outstanding common stock immediately prior to Horizon’s acquisition of Viela.

6

 

AstraZeneca UK’s parent, Defendant AstraZeneca plc, is a public company 

headquartered in Cambridge, England.7

Prior to the transaction, Viela was a biotechnology company headquartered in 

Gaithersburg, Maryland, focused on the discovery, development, and 

commercialization of novel treatments for autoimmune and severe inflammatory 

diseases.8

 Horizon, a biopharmaceutical company headquartered in Ireland, focuses

on researching, developing, and commercializing medicines addressing rare and 

3 Compl. ¶ 25.

4 Id. ¶ 26.

5 Id.

6 Id.

7 Id. ¶ 27. 

8 Id. ¶ 39.
5

rheumatic diseases.9

 Horizon acquired all outstanding stock in Viela in the 

transaction.

10

Defendants Pascal Soriot, Tyrell Rivers, Ph.D., Zhengbin Yao, Ph.D., Edward 

Hu, Yanling Cao, Andreas Wicki, Chris Nolet, and Rachelle Jacques all served as 

members of Viela’s board of directors (the “Board”). 

Soriot was CEO of AstraZeneca plc at all relevant times and served on the

Viela Board from January 2019 until his resignation on September 18, 2020.11 

Rivers was an executive director in AstraZeneca’s Corporate Development 

group at all relevant times and served on the Viela Board since February 2018.

12 

Yao served as Viela’s CEO between March 2018 and April 2021 and as 

chairman of the Board from January 2019 to April 2021.

13 Prior to his role at Viela, 

Yao served as Senior Vice President, Research & Development, Head of 

Respiratory, Inflammation and Autoimmunity, and Senior Vice President, Head of 

Immuno-Oncology Franchise at AstraZeneca.14 

9 Id. ¶ 40.

10 Id. ¶ 2.

11 Id. ¶ 31; AZ Defs.’ Ex. 7 at 157.

12 Compl. ¶ 29; AZ Defs.’ Ex. 7 at 157.

13 Compl. ¶ 32; AZ Defs.’ Ex. 7 at 157.

14 Compl. ¶ 32.
6

Hu, Cao, Wicki, Nolet, and Jacques (the “Non-AZ Directors”) did not hold

positions at either Viela or AstraZeneca.15

B. AstraZeneca Spins-Off Viela

AstraZeneca created Viela in February 2018.16 At that time, MedImmune 

LLC (“MedImmune”), a Delaware limited liability company and wholly owned 

subsidiary of AstraZeneca, functioned as AstraZeneca’s research and development 

arm for biologics.17 In creating Viela, AstraZeneca contributed six MedImmune 

molecules in exchange for Viela stock.

18 Viela also received cash from new 

investors, who likewise received stock in the Company.19 AstraZeneca placed five 

of its former executives in top management positions at Viela, including Yao as 

Viela’s CEO and Jörn Drappa as Viela’s Head of Research & Development and 

Chief Medical Officer.20 AstraZeneca also selected Rivers and Soriot to join the 

Board in February 2018 and January 2019, respectively.

21

15 See id. ¶¶ 33–37.

16 Id. ¶ 4.

17 Id. ¶ 41 n.2. On February 14, 2019, AstraZeneca retired the MedImmune name and has 

since then referred to any former MedImmune related efforts as AstraZeneca’s. Id.

18 Id. ¶ 41.

19 Id. ¶¶ 41, 57.

20 Id. ¶ 41.

21 Id. ¶ 4; AZ Defs.’ Ex. 7 at 157.
7

As part of the spin-off, Viela entered into an asset purchase agreement with 

MedImmune and certain affiliates of AstraZeneca on February 23, 2018 (the 

“APA”).

22 Under the APA, Viela acquired the intellectual property and biological, 

regulatory, and other materials associated with the six MedImmune molecules for 

approximately $142 million, financed by the sale of preferred stock to 

AstraZeneca.23 Among the six molecules spun off to create Viela was inebilizumab, 

a product developed and ultimately approved to treat neuromyelitis optica spectrum 

disorder (“NMOSD”), a rare neuroinflammatory disease.

24 The inebilizumab 

molecule was commercialized under the brand name, “UPLIZNA.”25 The U.S. Food 

and Drug Administration (“FDA”) had granted UPLIZNA Orphan Drug Designation

in February 2016.

26 

Pursuant to the APA, Viela entered into a series of commercial agreements

with AstraZeneca and certain of its affiliates, including: (1) a license agreement (the 

“License Agreement”); (2) a clinical supply agreement (the “Clinical Supply 

Agreement”); (3) a master supply and development services agreement (the 

“MSDSA”); (4) a transition services agreement (the “TSA”); and (5) a commercial 

22 See AZ Defs.’ Opening Br. viii, 7; AZ Defs.’ Ex. 7 at 122.

23 AZ Defs.’ Ex. 7 at 101, 122, 172.

24 See Compl. ¶¶ 70–71; AZ Defs.’ Ex. 7 at 99, 108–09.

25 Compl. ¶ 18 n.1.

26 AZ Defs.’ Ex. 7 at 99.
8

supply agreement (the “Commercial Supply Agreement,” and together with the 

License Agreement, the Clinical Supply Agreement, the MSDSA, and TSA, the 

“Support Agreements”).27

1. The License Agreement

Under the License Agreement, MedImmune granted Viela an exclusive 

license to use certain patented methods to develop, commercialize, and sell the six 

molecules.28 The License Agreement would not expire, by its terms, until the 

“expiration, revocation, invalidation or abandonment of the last patent or patent 

application” within the licensed patents, at which time the licenses would become 

nonexclusive and irrevocable.

29 Viela had the right to terminate the License 

Agreement for convenience upon 60 days’ notice to MedImmune.

30

2. The Clinical Supply Agreement

The Clinical Supply Agreement provided that AstraZeneca would furnish a 

clinical supply of UPLIZNA and matching placebo for Viela’s use in clinical testing, 

along with shipping and distribution services and regulatory support.31 The Clinical 

Supply Agreement had a five-year term and automatically renewed for successive 

27 Compl. ¶ 44.

28 AZ Defs.’ Ex. 4 § 2.1 [hereinafter “License Agreement”]; Compl. ¶ 44(a).

29 License Agreement § 6.1.

30 Id. § 6.2.4.

31AZ Defs.’ Ex. 1 §§ 2.1, 2.3, 2.5 & Schedule 1 [hereinafter “Clinical Supply Agreement]; 

Compl. ¶ 44(d).
9

one-year terms unless either party provided notice of its intent not to renew or 

otherwise terminated the agreement.

32 AstraZeneca had the right to terminate the 

Clinical Supply Agreement for convenience upon providing at least 30 months’ 

written notice to Viela.33 If AstraZeneca terminated the Clinical Supply Agreement 

for convenience, Viela had the right to require AstraZeneca to supply UPLIZNA

until the earlier of Viela establishing an alternative manufacturing source or nine 

months from the date of termination.

34

3. The MSDSA

Under the MSDSA, AstraZeneca provided Viela with clinical and non-clinical 

supplies and developmental services for the six acquired molecules.35 The MSDSA

permitted Viela, “in its sole discretion, to engage other service providers in relation 

to any Products.”36 The MSDSA was set to expire, by its terms, on February 23, 

2028.37 If there were no product schedules in force for a continuous period of 12 

32 Clinical Supply Agreement § 19.1. If either party gave notice not to renew, AstraZeneca 

and Viela were required to cooperate in good faith to negotiate a written technology transfer 

plan, and Viela was required to use reasonable efforts to carry out a reasonable technology 

transfer. Id. § 20.2.

33 Id. § 19.2(d). AstraZeneca was not permitted to terminate for convenience prior to 

February 23, 2019, the first anniversary of the effective date. Id.

34 Id. § 20.3. 

35 AZ Defs.’ Ex. 3 §§ (D), 1.1 [hereinafter “MSDSA”]; Compl. ¶ 44(c).

36 MSDSA § 1.3. As defined in the MSDSA, “Products” refers to the molecules or other 

products being developed by Viela. See id. at Part C at 46.

37 Id. § 1.4; Compl. ¶ 44(c). 
10

months, both parties had the right to immediately terminate the MSDSA upon 

written notice.38 Viela also had a separate right to terminate the MSDSA for 

convenience upon at least six months’ notice to AstraZeneca.39 AstraZeneca did not 

have a reciprocal right to terminate for convenience.

4. The TSA

Pursuant to the TSA, MedImmune agreed to provide regulatory and 

operational services to Viela in connection with the acquired molecules.40 Unlike 

the other Support Agreements, the TSA did not have a fixed term. The TSA expired 

on the earlier of either party terminating the agreement or at the conclusion of the 

final service period agreed by the parties.

41 Viela, but not MedImmune, had a right 

to terminate for convenience upon at least 30 days’ written notice.42

38 MSDSA § 15.1. As defined in the MSDSA, Product Schedule means “(i) a Development 

Service Schedule or a Supply Schedule, or (ii) in the context of an Agreement formed by a 

particular Product Schedule, the Product Schedule entered into to form the Agreement.” 

Id. at Part C at 46. Development Service Schedule “means a schedule completed and 

entered into between the Parties for development activities to be undertaken with respect 

to a Product.” Id. at Part C at 43. Supply Schedule “means a schedule completed and 

entered into between the Parties for the supply of a Product or related services.” Id. at Part 

C at 47.

39 Id. § 15.4. Viela’s termination for convenience would not terminate any Product 

Schedule then in force. Id.

40 AZ Defs.’ Ex. 2 § 2.1 & Schedule 1 [hereinafter “TSA”]; Compl. ¶ 44(f).

41 TSA § 7.1.

42 Id. § 7.2.1.
11

5. The Commercial Supply Agreement 

Under the Commercial Supply Agreement, AstraZeneca Pharmaceuticals LP

(“AZP”), one of AstraZeneca’s affiliates, contracted to manufacture and supply 

UPLIZNA for Viela’s commercial use.43 The Commercial Supply Agreement, by 

its terms, would expire on April 4, 2029, unless earlier terminated.44 Both parties 

had the right to terminate for convenience upon at least 36 months’ written notice.45 

Similar to the Clinical Supply Agreement, in the event that AZP terminated the 

Commercial Supply Agreement for convenience, Viela had the right to require AZP 

to continue to supply UPLIZNA until the earlier of Viela securing a replacement 

manufacturer or 12 months following the termination date.46

In addition to the Support Agreements, Viela and AstraZeneca entered into 

various lease agreements, including for office space at AstraZeneca’s U.S. 

headquarters, conference and training spaces, and certain laboratory equipment, 

43 AZ Defs.’ Ex. 6 §§ 2.1, 2.3, 2.5 [hereinafter “Commercial Supply Agreement”]; Compl. 

¶ 44(e). Unlike the other Support Agreements, which the parties entered into concurrently 

with the APA on February 23, 2018, the Commercial Supply Agreement is dated as of 

April 4, 2019.

44 Commercial Supply Agreement § 19.1.

45 Id. § 19.2(d). AstraZeneca was not permitted to terminate for convenience prior to April 

4, 2020, the first anniversary of the effective date. Id.

46 Id. § 20.2.
12

supplies, and other consumables.47 In its annual report for 2020, Viela disclosed the 

following risk factors regarding its ongoing business relationship with AstraZeneca:

We are, and for a period of time will be, substantially reliant on 

AstraZeneca to provide [the] services [under the Support Agreements], 

and if AstraZeneca is unable or unwilling to satisfy its obligations under 

these agreements, we could incur operational difficulties or losses that 

could have a material and adverse effect on our business, prospects, 

financial condition and results of operations. . . . We do not have the 

ability to independently conduct clinical trials. . . . [and] we rely on 

AstraZeneca for certain operational and regulatory services with 

respect to each of our product candidates and their clinical trials and 

pre-clinical trials.48

We do not currently own or operate, nor do we have any plans to 

establish in the future, any manufacturing facilities or personnel. . . .

[W]e rely on AstraZeneca for the manufacture of the current clinical 

and commercial supplies of UPLIZNA. . . . If AstraZeneca or other 

contract manufacturers we may engage in the future cannot 

successfully manufacture material that conforms to our specifications 

and the regulatory requirements of the FDA or a comparable foreign 

regulatory authority, we will not be able to use the product candidates 

or products produced at their manufacturing facilities.

49

C. The IPO

In April 2019, the FDA awarded UPLIZNA Breakthrough Therapy status.50 

Six months later, Viela completed its initial public offering (“IPO”), raising another 

47 Compl. ¶¶ 44, 51.

48 AZ Defs.’ Ex. 54 at 71 [hereinafter “Viela FY20 Annual Report”]. 

49 Id. at 72–73.

50 Compl. ¶ 70. 
13

$150 million in equity financing.51 In connection with the IPO, Viela’s stock was 

listed on the Nasdaq Global Select Market.52 All of the then-outstanding shares of 

Viela’s preferred stock were converted into shares of common stock.53 AstraZeneca, 

Boyu Capital Advisory Company Limited (“Boyu”), 6 Dimensions Capital (“6 

Dimensions”), and HBM Healthcare Investments AG (“HBM”) were Viela’s largest 

stockholders following the IPO.

54 Boyu, 6 Dimensions, and HBM each had a 

representative on the Board at all relevant times.

55 

51 Id. ¶ 41. 

52 See AZ Defs.’ Ex. 11. 

53 Viela Bio, Inc., Prospectus (Oct. 2, 2019), at 180 (“As of September 10, 2019, there were 

40,618,706 shares of Series A Preferred Stock and Series B Preferred Stock outstanding, 

held of record by 13 stockholders. Upon the completion of this offering, all outstanding 

shares of Series A Preferred Stock and Series B Preferred Stock will be converted into an 

aggregate of 40,618,706 shares of our common stock.”). The court takes judicial notice of 

the Prospectus from Viela’s IPO. Santa Fe, 669 A.2d at 69.

54 Compl. ¶ 57. Boyu held approximately 15.72% of Viela’s outstanding common stock,

6 Dimensions held approximately 7.21% of Viela’s outstanding common stock, and HBM 

held approximately 3.19% of Viela’s outstanding common stock immediately prior to the 

Merger. Id. ¶¶ 33–35.

55 See id. ¶¶ 33–35, 57. Like AstraZeneca, Boyu, 6 Dimensions, and HBM had the right 

to elect directors to the Board as holders of Viela preferred stock prior to the IPO. See AZ 

Defs.’ Ex. 7 at 172–73; AZ Defs.’ Ex. 12 at F-17. Prior to Viela’s IPO, the holders of 

Viela’s preferred stock had the right to elect seven of the Board’s then eight directors. AZ 

Defs.’ Ex. 12 at F-17. AstraZeneca, as the holder of Series A-1 Preferred Stock, had the 

right to elect two directors. Id. Boyu, 6 Dimensions, and the other holders of Series A-2 

Preferred Stock were entitled to elect four directors. Id. HBM and the other holders of 

Series B Preferred Stock were entitled to elect one director. Id. Hu and Cao served as 6 

Dimension and Boyu’s representatives on the Board, respectively, from February 2018 

through the Merger. Compl. ¶¶ 33–34. Wicki served as HBM’s representative on the 

Board beginning in June 2019. Id. ¶ 35. She was reelected in June 2020 as a Class I 

director and remained on the Board through the Merger. See id.
14

In connection with the IPO, the Company adopted a Third Amended and 

Restated Certificate of Incorporation (the “Viela Certificate”) and Restated Bylaws, 

which implemented a classified board structure.56 Under the Viela Certificate, 

directors may be removed only for cause and only by an affirmative vote of the 

holders of at least 75% of the voting power of the Company’s then-outstanding 

capital stock.57 A similar threshold vote was required to amend certain provisions 

of the Viela Certificate.58 Any stockholder proposal to adopt, amend, or repeal any 

of the Company’s bylaws requires the affirmative vote of the holders of at least 75% 

of the voting power of the Company’s then-outstanding capital stock, unless the 

Board recommends approval of the proposal, in which case the affirmative vote of 

the holders of a majority of the voting power is required.59 The Board was 

56 AZ Defs.’ Ex. 9 Art. Sixth (B) [hereinafter “Viela Certificate”].

57 Viela Certificate Art. Sixth (E). Viela’s operative bylaws contain identical stockholder 

voting provisions. See AZ Defs.’ Ex. 10 Art. II § 3 [hereinafter “Viela Bylaws”].

58 Viela Certificate Art. Tenth. A stockholder vote was required to “amend, alter or repeal, 

or adopt any provision inconsistent with, Articles FIFTH, SIXTH, SEVENTH, EIGHTH, 

NINTH, . . . Article TENTH and Articles ELEVENTH and TWELFTH” of the Viela 

Certificate. Id.

59 Id. Art. Seventh; see also Viela Bylaws Art. X (requiring an affirmative vote of the 

holders of at least 75% of the voting power of the Company’s then-outstanding capital 

stock for a stockholder proposal to adopt, amend, or repeal the bylaws and an affirmative 

vote of the holders of a majority of the voting power of the Company’s then-outstanding 

capital stock if the Board recommends a stockholder proposal to adopt, amend, or repeal 

the bylaws).
15

authorized to unilaterally adopt, amend, or repeal any of the Company’s bylaws 

without any stockholder action.60

In addition, the Viela Certificate designates this court as the “sole and 

exclusive forum” for “any action or proceeding asserting a claim of breach of a 

fiduciary duty owed by any current or former director, officer or other employee of 

the Corporation, to the Corporation or the Corporation’s stockholders” (the “Forum 

Provision”).61 The Forum Provision was included in the version of the Viela

Certificate adopted on February 22, 2018, at the time of the spin-off.62 The Viela 

Certificate also contains an exculpatory provision under 8 Del. C. § 102(b)(7) that 

protects the Company’s directors from liability for any monetary damages for 

breaches of the duty of care.

63

Since Viela’s IPO, AstraZeneca and Viela have been working to consummate 

a separation of their businesses.64 On May 26, 2020, Viela announced a follow-on 

60 Viela Certificate Art. Seventh.

61 Id. Art. Twelfth. 

62 The court takes judicial notice of the adoption of the Forum Provision on February 22, 

2018. See In re Wheelabrator Techs. Inc. S’holders Litig., 1992 WL 212595, at *11–12 

(Del. Ch. Sept. 1, 1992) (explaining that the court, on a motion to dismiss under Rule 

12(b)(6), may take judicial notice of a Delaware corporation’s certificate of incorporation 

filed with the Secretary of State); In re Carvana Co. S’holders Litig., 2022 WL 3923826, 

at *2 n.14 (Del. Ch. Aug. 31, 2022) (applying Wheelabrator and explaining that the court 

may take judicial notice of a Delaware corporation’s certificate of incorporation on a 

motion to dismiss under Rule 12(b)(2)).

63 Viela Certificate Art. Ninth.

64 Director Defs.’ Ex. F at 1 [hereinafter “January 8 Letter”].
16

offering where the Company raised an additional $169 million in financing.65 

Meanwhile, Viela was in Phase 3 clinical trials to develop UPLIZNA for three other 

autoimmune disorders and was developing three other investigational therapies—

VIB4920, VIB7734, and VIB1116.

66

In early June 2020, before UPLIZNA was sold commercially, Viela’s 

management prepared a set of financial projections (the “June Projections”). The 

June Projections forecasted (i) total cumulative revenues of $1.064 billion; (ii) total 

cumulative operating expenses of $914 million; and (iii) total cumulative operating 

income of $130 million for the period from 2021 to 2024.67 Viela’s management 

forecasted $18 million in total revenue from UPLIZNA sales in 2020, with revenues 

projected to increase to $294 million in 2024.68 Management estimated that 85 

prescriptions of UPLIZNA would be sold in 2020, and the number of prescriptions 

would increase to 1,345 in 2024.69 Mitchell Chan, Viela’s then chief financial 

65 Compl. ¶ 75.

66 Id. ¶¶ 72–73.

67 Director Defs.’ Ex. K at VIE220_0002986; Compl. ¶¶ 100, 110. The June Projections 

are dated as of June 12, 2020. Director Defs.’ Ex. K at VIE220_0002986.

68 Director Defs.’ Ex. K at VIE220_0002986.

69 Id. at VIE220_0002957.
17

officer, discussed the June Projections with the Board at a meeting on June 19, 

2020.70

D. Opportunities on the Horizon

The FDA approved UPLIZNA to treat NMOSD on June 11, 2020, and Viela 

launched UPLIZNA commercially in the United States later that month.71 In early 

July 2020, Viela began discussing a potential collaboration with Horizon.72 On July 

15, 2020, Viela and Horizon signed a nondisclosure agreement.73 That same day, 

Viela entered into a nondisclosure agreement with Goldman Sachs & Co. LLC

(“Goldman Sachs”), the Company’s financial adviser since its IPO, to assist with 

“the evaluation of strategic alternatives.”74 Over the summer of 2020, Horizon 

conducted preliminary due diligence regarding UPLIZNA and the Company’s other 

product candidates.75 During this period and into early fall 2020, Horizon expressed

interest only in a limited partnership regarding VIB7734.76

70 See id. at VIE220_0002933. The June Projections were circulated to the Board as preread materials for the June 19 meeting. Id. at VIE220_0002986.

71 Compl. ¶ 71.

72 Director Defs.’ Ex. A at 14 [hereinafter “Viela Schedule 14D-9”].

73 Compl. ¶ 81; AZ Defs.’ Ex. 17; see also Viela Schedule 14D-9 at 14.

74 AZ Defs.’ Ex. 18 at 1; see Compl. ¶ 81.

75 Viela Schedule 14D-9 at 14.

76 See Compl. ¶ 81; Viela Schedule 14D-9 at 15.
18

Meanwhile, Soriot, on behalf of AstraZeneca, began to pursue an acquisition 

of Alexion Pharmaceuticals, Inc. (“Alexion”), which also had an FDA-approved 

drug for NMOSD.77 On August 10, 2020, Soriot met with Alexion’s board chairman 

to express interest in an acquisition.78 On September 2, 2020, after Soriot had 

additional meetings with Alexion’s leadership, AstraZeneca offered to acquire 

Alexion for $148.00 per share, which Alexion rejected.79 AstraZeneca increased its 

offer to $155.00 per share on September 8, which Alexion also rejected.

80 

On September 9, 2020, Soriot notified Viela that he was resigning from the 

Board, effective at the end of the day on September 18, 2020.81 “There is no record 

that Soriot disclosed his pursuit of Alexion to the full Viela Board.”82 

On September 18, 2020, the Board met with Goldman Sachs to discuss the 

financial outlook in the biotechnology landscape and the potential for a partnership 

or a business combination.

83 At that meeting, attended by all eight directors, the 

Board resolved to engage Goldman Sachs to identify and explore partnerships or 

77 Compl. ¶¶ 61–62.

78 Id. ¶ 62.

79 Id.; AZ Defs.’ Ex. 58 at 54.

80 Compl. ¶¶ 11, 62; AZ Defs.’ Ex. 58 at 54.

81 Compl. ¶ 62; AZ Defs.’ Ex. 19.

82 Compl. ¶ 62.

83 Viela Schedule 14D-9 at 14–15; see also Director Defs.’ Ex. B at VIE220_0000029–33.
19

other strategic alternatives.84 Goldman Sachs’s presentation to the Board noted that 

“partnership+” opportunities would allow Viela to “gauge near-term M&A 

interest.”85

Goldman Sachs’s engagement letter states that it was retained “(i) as exclusive 

financial advisor in connection with one or more potential partnership or licensing 

transactions with a third party to sell, market and distribute all or a portion of the 

Company’s products . . . and (ii) . . . in connection with the possible sale of all or a 

portion of the Company.”86 From October to mid-November 2020, Viela and 

Goldman Sachs conducted “Project Zenith.”87 As part of Project Zenith, Goldman 

Sachs contacted eight pharmaceutical companies to gauge interest about partnering 

with Viela.88 Of the eight partnership candidates, five expressed interest in 

discussing a partnership and signed confidentiality agreements.89

In parallel with Project Zenith, the Company continued its discussions with 

Horizon.90 On October 6, 2020, Yao met with Horizon senior management to 

84 Director Defs.’ Ex. C at VIE220_0000001.

85 Director Defs.’ Ex. B at VIE220_0000029.

86 Director Defs.’ Ex. D at 1.

87 Compl. ¶ 85.

88 Id.; see also Viela Schedule 14D-9 at 15.

89 Viela Schedule 14D-9 at 15.

90 Id.
20

discuss VIB7734.91 At that meeting, Yao sought an acquisition offer from 

Horizon.92 Horizon’s CEO, Timothy Walbert, recalled: “[W]e were instructed that 

there was not an interest in a one-off licensing deal [and] that we should be 

considering a broader type of collaboration with the Viela team.”93 On October 29, 

2020, Horizon offered to acquire Viela for $44.00 per share in cash consideration, a 

35% premium over the $35.54 prior day closing price.

94 Horizon proposed a twostep cash tender offer with an expedited diligence and closing timeline.95 The 

proposal also stated that any stockholders with Board representatives, including 

AstraZeneca, would be required to sign tender and support agreements in connection 

with the transaction.

96 

The next day, on October 30, 2020, Viela’s management presented updated 

financial projections to the Board (the “October Projections”).97 The October 

91 Compl. ¶ 79. 

92 Id.; see also Viela Schedule 14D-9 at 15 (explaining that during the October 6 meeting, 

Yao indicated that Viela “would be more interested in pursuing a broader collaboration 

beyond VIB7734” and following the meeting, Horizon confirmed its “interest in pursuing 

a broader collaboration transaction” and requested “a follow-up discussion with members 

of the Company’s team to address additional questions”).

93 Compl. ¶ 79 (emphasis omitted) (internal quotation marks omitted).

94 Id. ¶¶ 80, 103; AZ Defs.’ Ex 22 at VIE220_0000570.

95 Compl. ¶ 80; see also AZ Defs.’ Ex. 22 at VIE220_0000570–71.

96 Compl. ¶ 80; see also AZ Defs.’ Ex. 22 at VIE220_0000571.

97 Director Defs.’ Ex. L at VIE220_0003088. The October Projections were circulated to 

the Board as pre-read materials for the October 30 meeting. Id. The October Projections 

are dated as of October 23, 2020. Id.
21

Projections forecasted (i) total cumulative revenues of $828 million; (ii) total 

cumulative operating expenses of $1,130 million; (iii) and total cumulative operating 

losses of $355 million for the period from 2021 to 2024.98 The October Projections 

also reduced the forecasted net revenue for UPLIZNA from $18 million to $11 

million for 2020, and from $294 million to $250 million for 2024.99

On November 3, 2020, the Board met telephonically with representatives 

from Goldman Sachs to discuss Horizon’s October 29 proposal. After reviewing

Goldman Sachs’s valuation analyses and the October Projections, the Board

determined that the $44.00 per share proposal was inadequate,

100 and the Board 

authorized Yao to deliver that message to Horizon.101 In accordance with his 

instructions from the Board, Yao told Walbert that the October 29 proposal 

“substantially undervalued the Company,” but noted that the Board “would give 

appropriate consideration to a significantly improved proposal consistent with its 

fiduciary duties.”102 

98 Id.; Compl. ¶¶ 104, 110.

99 Compare Director Defs.’ Ex. K at VIE220_0002986, with Director Defs.’ Ex. L at 

VIE220_0003088.

100 AZ Defs.’ Ex. 23 at VIE220_0000133; Viela Schedule 14D-9 at 15.

101 Viela Schedule 14D-9 at 16.

102 Id. at 17.
22

Horizon, on November 12, 2020, made a revised non-binding offer of $49.50

per share, representing about a 12% increase from the October 29 proposal and a 

$14.23 premium over the closing price of Viela stock the previous day.103 Walbert 

and Yao also discussed the anticipated retention of Viela executive management, 

including Yao, in the transaction.104 Horizon’s offer letter, in referencing these 

conversations, stated: “[W]e hold the Viela team in high regard . . . . Our view 

remains that your team is a critical component of the potential combination of our 

companies and our intention is to retain as much of [the] team as possible.”105

On November 13, 2020, the Board met with Goldman Sachs and the 

Company’s outside counsel at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

(“Mintz Levin”) to discuss Horizon’s revised proposal.

106 As of that date, only four 

companies remained active in the Project Zenith process.107 The Board concluded 

that Horizon’s revised proposal was inadequate, but determined to convey the 

Company’s receptiveness to a rebid with guidance towards a $55.00 per share 

price.108 At this meeting, Yao informed the Board, after Rivers excused himself,

103 Id.; see also AZ Defs.’ Ex. 25 at VIE220_0000574.

104 Compl. ¶ 82; see also AZ Defs.’ Ex. 25 at VIE220_0000574.

105 AZ Defs.’ Ex. 25 at VIE220_0000574.

106 See Compl. ¶ 83; Viela Schedule 14D-9 at 17.

107 Viela Schedule 14D-9 at 17.

108 Id.
23

that he had been periodically meeting with Soriot to discuss Viela and disclosed his 

intention to “confidentially explore AstraZeneca’s current view as a shareholder of 

various transaction scenarios in view of the Company’s current progress.”109 There

is no record that Soriot, in these discussions with Yao, disclosed that AstraZeneca 

was pursuing an acquisition of Alexion, Viela’s competitor.110

On November 16, 2020, Horizon offered to acquire Viela for $53.00 per share, 

which represented an increase of about 7% from the November 12 proposal and 

about 20% from the October 29 proposal.111 On November 16, Viela’s stock closed 

at a price of $34.99 per share.112 The next day, the Board met with Goldman Sachs 

and Mintz Levin to review the updated proposal. The Board concluded that the 

revised offer price was “in the best interests of the Company shareholders” and 

agreed to provide Horizon with additional diligence materials and to enter into 

negotiations for a definitive merger agreement.113 In addition to discussing the 

Horizon proposal, the Board instructed Goldman Sachs to ask the two remaining 

parties in the Project Zenith process “if either would be interested in submitting a 

109 AZ Defs.’ Ex. 26 at VIE220_0000166.

110 See Compl. ¶ 83.

111 Viela Schedule 14D-9 at 16; AZ Defs.’ Ex. 28 at VIE220_0000576.

112 Viela Schedule 14D-9 at 16.

113 AZ Defs.’ Ex. 29 at VIE220_0000231; Viela Schedule 14D-9 at 18.
24

proposal to acquire the Company.”114 Neither of them expressed interest in 

acquiring Viela.115

In mid-December, while Horizon was conducting diligence and the parties 

were negotiating terms of the merger agreement, Horizon encountered a

manufacturing issue with one of its key FDA-approved products, TEPEZZA, 

brought on by a government-mandated COVID-19 vaccine production order.116 On 

December 17, 2020, Horizon publicly disclosed its supply chain disruptions and 

informed Viela that it was ceasing merger negotiations until it resolved its supply 

chain issues.

117 In light of this development, the Board met with its advisers to 

discuss the Company’s options. The Board decided not to terminate discussions 

with Horizon and to continue to proactively engage with the remaining potential 

partners involved in Project Zenith.118 At this point, only one remained active in the 

process.119 Given the status of Horizon’s supply chain issues, Horizon and Viela 

114 Viela Schedule 14D-9 at 18; see also AZ Defs.’ Ex. 29 at VIE220_0000231.

115 Viela Schedule 14D-9 at 18; see Compl. ¶ 85.

116 See Compl. ¶¶ 13, 86; AZ Defs.’ Ex. 38 at 1.

117 Compl. ¶ 86; Viela Schedule 14D-9 at 19. On December 15, Horizon had informed 

Viela that it needed additional time to finalize the Merger. AZ Defs.’ Ex. 37 at 

VIE220_0003213.

118 Viela Schedule 14D-9 at 19; AZ Defs.’ Ex. 40 at VIE220_0003131.

119 Viela Schedule 14D-9 at 19.
25

agreed that they would resume acquisition discussions sometime in mid-January 

2021.120

Meanwhile, on December 12, 2020, AstraZeneca announced that it was 

acquiring Alexion in a transaction valued at approximately $39 billion (the “Alexion 

Acquisition”).

121 The Alexion Acquisition agreement contained a “hell or highwater clause,” requiring AstraZeneca to take all actions necessary, proper or 

advisable to eliminate any anti-trust impediment to closing.122

E. January 8, 2021 Letter and Completion of the Merger

Although the Viela-Horizon deal was on hold, antitrust review of the 

AstraZeneca-Alexion deal was underway. On January 8, 2021, following 

discussions between Yao and Soriot, AstraZeneca delivered a proposal to Viela to 

finalize the business separation of the two companies (the “January 8 Letter”).

123 

The January 8 Letter stated: 

Thank you for your engagement in your conversation with [Soriot] this 

week. As discussed with him, this letter sets out the remaining steps 

that we envisage will need to be taken to finalise [sic] the separation of 

Viela Bio, Inc . . . from AstraZeneca. As you know, this is a journey 

that is already well advanced and, since the IPO of Viela, we have been 

working steadily to complete the separation of the businesses. Given 

current developments it is important that we plan and work closely 

together over the coming weeks to achieve the full separation of Viela 

120 Id.

121 Compl. ¶ 63; AZ Defs.’ Ex. 35 at 2.

122 AZ Defs.’ Ex. 36 § 8.02(e).

123 Compl. ¶ 88.
26

from AstraZeneca as expeditiously as possible while ensuring your 

business continuity. This will put you and any potential acquiror into 

the best position either to move forward as a fully independent company 

or to integrate your business in the event of an acquisition of Viela.124

The January 8 Letter noted that “many of the contractual and operational links 

between Viela and AstraZeneca that existed at the spin-out have either ceased or 

have become obsolete (or will have done so by the end of Q2 2021) as Viela has 

steadily moved towards full separation and independence from AstraZeneca.”125 It 

also proposed several alterations to the Support Agreements. For example, 

AstraZeneca proposed to:

• Complete all remaining service schedules under the Clinical Supply 

Agreement, Commercial Supply Agreement, and MSDSA until the end of Q2 

2021, after which AstraZeneca would assist Viela in transitioning all other 

remaining services;

• Mutually terminate the existing sublicense agreements for intellectual 

property owned by third parties once Viela had entered into direct license 

agreements with the ultimate licensors;

• Work to re-locate Viela to new premises;

124 January 8 Letter at VIE220_0003472.

125 Id.
27

• Sell Viela the laboratory equipment exclusively used by Viela at its book 

value of less than $10,000, as opposed to the replacement cost estimated at 

$250,000; and

• Terminate the Clinical Supply Agreement and Commercial Supply 

Agreement after Viela and AstraZeneca align on a plan to terminate without 

interrupting Viela’s supply of UPLIZNA.

126

The January 8 Letter specifically noted that certain contracts would continue 

unchanged, including Viela’s exclusive worldwide license to use certain shared 

patents and know-how to develop Viela products.

127

The Board met telephonically on January 14, 2021. Management and Mintz 

Levin were present; Goldman Sachs was not. Among the items discussed, according 

to the minutes of the meeting, was “the status of the Company’s communications 

with AstraZeneca regarding AstraZeneca’s interest in accelerating the separation 

between AstraZeneca and the Company.”128 The minutes indicate that Rivers 

excused himself before the Board discussed matters involving AstraZeneca.129 Prior 

to the meeting, Nolet sent the following email message to Yao:

126 Id. at VIE220_0003473–75. 

127 Id. at VIE220_0003474–75.

128 AZ Defs.’ Ex. 43 at VIE220_0000254.

129 Id.
28

I am really looking forward to our session on Thursday. I am hoping 

that we can set aside a few minutes for an important matter. Mitch[ell 

Chan] has been doing some important spade work around the notion of 

us essentially having to find a buyer for our shares held by AZ if other 

events don’t occur first. I think this is a very important topic that we 

should begin to address, unless you have heard that the pending deal is 

likely to close soon.130

In a most fortuitous development for Viela, on January 18, 2021, Horizon 

notified the Company that it was prepared to resume acquisition talks the following 

week.131 Yao informed the Board in an email on January 25, 2021, that the Horizon 

deal was “back on track,” and the parties were aiming to sign a transaction agreement 

by February 1, 2021.

132 The Board met with Company management, Goldman 

Sachs, and Mintz Levin on January 29, 2021, to discuss the status of the merger 

agreement and overall market conditions.133 

On January 31, 2021, the Board met with its legal and financial advisers to 

consider and approve the transaction with Horizon. Mintz Levin reported that there 

were no material changes to the merger agreement discussed at the January 29 

130 AZ Defs.’ Ex. 42 at VIE220_0003206.

131 Viela Schedule 14D-9 at 19. In an email to the other members of the Board, Yao 

reported: “We had a conversation with [Horizon] today. The plan is to re-engage in our 

deal process mid-next week, and to finalize the Shareholder Support Agreements this week. 

We will keep you updated as this progresses.” AZ Defs.’ Ex. 44 at VIE220_0003165.

132 AZ Defs.’ Ex. 45 at VIE220_0003186.

133 Viela Schedule 14D-9 at 20; AZ Defs.’ Ex. 46 at VIE220_0003137; see also generally

AZ Defs.’ Ex. 47.
29

meeting.

134 Goldman Sachs “provided an oral fairness opinion,”135 which it later 

documented in a letter opining that the “$53.00 in cash per Share to be paid to the 

holders (other than [Horizon] and its affiliates) pursuant to the [Merger] Agreement 

is fair from a financial point of view to such holders” (the “Fairness Opinion”).136 

In doing so, Goldman Sachs, at the Board’s direction, relied upon the October 

Projections.137

The Board unanimously approved the merger at the previously negotiated 

share price of $53.00 per share, a 52.8% premium over the Company’s prior-day 

closing share price (the “Merger”).

138 At the time the Merger was approved, the 

Board consisted of Rivers, Yao, and the Non-AZ Directors. Horizon and Viela 

executed the merger agreement the same day (the “Merger Agreement”). The 

Merger Agreement provided that the Merger was to be consummated as a two-step 

transaction under Section 251(h) of the Delaware General Corporation Law (the 

“DGCL”),

139 consistent with Horizon’s original proposal.140 In the first step, 

Horizon would commence a tender offer to purchase all of the Company’s common 

134 Viela Schedule 14D-9 at 20.

135 AZ Defs.’ Ex. 48 at VIE220_0000486.

136 Viela Schedule 14D-9 at AI-3.

137 Compl. ¶ 110.

138 Viela Schedule 14D-9 at 20–21; see also AZ Defs.’ Ex. 48 at VIE220_0000487.

139 AZ Defs.’ Ex. 50 §§ 1.1, 2.1 [hereinafter “Merger Agreement”].

140 AZ Defs.’ Ex. 22 at VIE220_0000570.
30

stock for $53.00 per share in cash.141 The Merger Agreement contained a minimum 

tender condition, requiring the tender of at least 51% of the total number of the 

outstanding Company shares.142 Upon satisfaction of the first step, Horizon would 

effect a cash-out merger for all shares that had not been tendered in the tender 

offer.143

The Merger Agreement contained a restrictive covenant that prohibited Viela 

from amending or modifying material provisions in any material contracts, which 

included the Support Agreements, without Horizon’s prior written consent.144 The 

Merger Agreement also contained a no-shop provision restricting the Company from 

soliciting alternative acquisition proposals during the interim period between signing 

and closing.145 Prior to the completion of the tender offer, however, the Company 

was permitted to respond to unsolicited acquisition proposals and had the right to 

terminate the Merger Agreement if the Company received a superior offer from a 

third party.146

141 Merger Agreement Recitals (A) & § 1.1.

142 Id. Annex I.

143 Id. Recitals (B) & § 2.1; see also Viela Schedule 14D-9 at 23. 

144 Merger Agreement § 5.3(w); see also Director Defs.’ Ex. G at VIE220_0002528–29

[hereinafter “Disclosure Letter”] (listing the Support Agreements as material contracts on 

the Company’s Disclosure Letter to the Merger Agreement).

145 Merger Agreement § 5.4(b); see also Compl. ¶ 94.

146 Merger Agreement §§ 5.4(c), 8.1(f).
31

In connection with the Merger, AstraZeneca, 6 Dimensions, Boyu, HBM, 

Rivers, Cao, Hu, Wicki, and Yao entered into tender and support agreements with 

Horizon and agreed to tender their Viela shares in the tender offer.

147 In addition,

Horizon offered Yao a 12-month consulting agreement, pursuant to which Yao 

would “support [Horizon]’s research and development programs” for a monthly 

consulting fee of $50,000.148 The consulting agreement was contingent on the 

closing of the Merger.149

On February 1, 2021, Horizon and Viela issued a joint press release

announcing the Merger, indicating that the deal was valued at approximately $3 

billion.150 The Company filed its Schedule 14D-9 with the SEC on February 12, 

2021, recommending that the Company’s stockholders accept the offer and tender 

their shares.

151 The Schedule 14D-9 disclosed information about the events leading 

up to the Merger, the tender offer, the October Projections, and included a copy of 

Goldman Sachs’s Fairness Opinion and a summary of its analyses.

152

147 Viela Schedule 14D-9 at 3.

148 Id. at 12.

149 Id.

150 Id. at 20.

151 Id. at 3.

152 Id. at 23–36.
32

Horizon commenced its tender offer the same day that the Company filed its 

Schedule 14D-9.

153 At the close of the offer period on March 13, 2021, 94% of the 

Company’s stockholders tendered their shares.154 On March 15, 2021, Horizon and 

Viela then consummated the Merger without a stockholder vote pursuant to Section 

251(h) of the DGCL.

155

Following the closing of the Merger, Horizon and AstraZeneca negotiated 

amendments to the Support Agreements.156 Alexion and AstraZeneca received 

antitrust clearance from regulators in the U.S. in April 2021 and in the European 

Union in July 2021 and proceeded to close their deal.

157 

F. Procedural Posture

Plaintiff filed his Complaint as a class action on February 2, 2023.

158 The 

Complaint contains five counts. Count I alleges that AstraZeneca, as Viela’s 

controlling stockholder, breached its fiduciary duties to the class by launching Viela 

into a rushed and unfair merger in order to secure antitrust approval of the Alexion 

Acquisition.159

153 Id. at 21.

154 Director Defs.’ Ex. J at 1.

155 Id.

156 AZ Defs.’ Exs. 57, 63.

157 See generally AZ Defs.’ Exs. 59, 62.

158 Dkt. 1.

159 Id. ¶¶ 134–38.
33

Count II alleges that Soriot, prior to his resignation from the Board, breached 

his duty of loyalty by leading AstraZeneca to acquire Alexion, Viela’s main 

competitor, while simultaneously pushing Viela into a single-bidder sale process.

160 

Count III alleges that Rivers, who was also an AstraZeneca officer, breached his 

duty of loyalty by advancing the self-interests of AstraZeneca and by causing Viela 

to issue misleading disclosures and omitting material information from the Schedule 

14D-9.

161 Count IV alleges that Yao, as a director and officer of the Company, 

breached his duties of loyalty and care by voting to approve the Merger and for 

causing the Company to issue materially misleading disclosures and omitting 

material information from the Schedule 14D-9.

162 Count V alleges that the Non-AZ 

Directors breached their fiduciary duty of loyalty by approving the Merger and for 

causing the Company to issue materially misleading disclosures and omitting 

material information from the Schedule 14D-9.163

All the defendants have moved to dismiss the Complaint under Court of 

Chancery Rule 12(b)(6) for failure to state a claim upon which relief can be 

granted.164 AstraZeneca has also moved to dismiss the Complaint under Court of 

160 Id. ¶¶ 139–45.

161 Id. ¶¶ 146–52.

162 Id. ¶¶ 155–58.

163 Id. ¶¶ 159–62.

164 Dkts. 38, 41.
34

Chancery Rule 12(b)(2) for lack of personal jurisdiction.165 The court heard oral 

argument on the motions to dismiss on December 12, 2023,

166 and received 

unsolicited supplemental submissions in late January 2024.

167 What follows is the 

court’s ruling on the motions to dismiss.

II. ANALYSIS

A. May the Court Exercise Personal Jurisdiction Over AstraZeneca?

When a party moves to dismiss for lack of personal jurisdiction under Court 

of Chancery Rule 12(b)(2), the court is obliged to consider that motion before 

addressing the merits of a motion to dismiss for failure to state a claim under Court 

of Chancery Rule 12(b)(6). Werner v. Miller Tech. Mgmt., L.P., 831 A.2d 318, 327 

(Del. Ch. 2003) (citing Branson v. Exide Elecs. Corp., 625 A.2d 267, 269 (Del.

1993)). Under Court of Chancery Rule 12(b)(2), “[a] plaintiff bears the burden of 

showing a basis for a trial court’s exercise of jurisdiction over a nonresident 

defendant.” AeroGlobal Cap. Mgmt., LLC v. Cirrus Indus., Inc., 871 A.2d 428, 437 

(Del. 2005); accord Ryan v. Gifford, 935 A.2d 258, 265 (Del. Ch. 2007); In re 

Pilgrim’s Pride Corp., 2019 WL 1224556, at *10 (Del. Ch. Mar. 15, 2019). 

165 Dkt. 38.

166 Dkt. 72.

167 Dkts. 76–77.
35

If the court does not hold an evidentiary hearing, which it has not, the 

plaintiff’s burden “is a relatively light one.” Cornerstone Techs., LLC v. Conrad, 

2003 WL 1787959, at *3 (Del. Ch. Mar. 31, 2003). The plaintiff “must only make 

a prima facie showing that the exercise of personal jurisdiction is appropriate” and 

“the record is construed in the light most favorable to the plaintiff.” Id. (internal 

quotation marks omitted). Stated differently, “[a] prima facie case requires the 

production of enough evidence to allow the fact-trier to infer the fact at issue and 

rule in the party’s favor. Lone Pine Res., LP v. Dickey, 2021 WL 2311954, at *4 

(Del. Ch. June 7, 2021) (internal quotation marks omitted). In ruling on a Rule 

12(b)(2) motion, the court “may consider the pleadings, affidavits, and any discovery 

of record.” Pilgrim’s Pride, 2019 WL 1224556, at *10 (internal quotation marks 

omitted).

Delaware courts typically apply a two-prong test in evaluating whether a 

plaintiff has met its burden to establish personal jurisdiction over a non-resident 

defendant. Eagle Force Hldgs., LLC v. Campbell, 187 A.3d 1209, 1228 (Del. 2018). 

First, the court considers whether service of process on the non-resident defendant 

is authorized by statute. Id. The court then determines whether the exercise of 

personal jurisdiction comports with the requirements of due process. Id.

Parties may consent to personal jurisdiction in Delaware by contract, 

including through a forum selection provision. Nat’l Indus. Gp. (Hldg.) v. Carlyle 
36

Inv. Mgmt. L.L.C., 67 A.3d 373, 381 (Del. 2013). When a party consents to personal 

jurisdiction in Delaware, the court can forgo the typical two-step jurisdictional 

analysis. BAM Int’l, LLC v. MSBA Gp. Inc., 2021 WL 5905878, at *6 (Del. Ch. Dec. 

14, 2021). “Consent to personal jurisdiction is often express, but it can also be 

implied.” Pilgrim’s Pride, 2019 WL 1224556, at *11. Delaware courts have 

“applied the principles of implied consent to hold that when parties specify an 

exclusive forum for disputes, they implicitly agree to the existence of personal 

jurisdiction in that forum.” Id. at *12; see also, e.g., Carvana, 2022 WL 3923826, 

at *3–6 (applying Pilgrim’s Pride and holding that the company’s controlling 

stockholder implicitly consented to personal jurisdiction in Delaware by causing the 

company to adopt a forum selection provision in its certificate of incorporation);

Kormos v. Playtika Hldg. UK II Ltd., C.A. No. 2023-0396-SG, at 11:24–14:9 (Del. 

Ch. Jan. 18, 2024) (TRANSCRIPT) (same).

AstraZeneca argues in its opening brief that AstraZeneca plc and AstraZeneca 

UK are not Delaware entities, and the mere ownership of stock in a Delaware 

corporation does not enable a Delaware court to exercise personal jurisdiction over 

a non-consenting party.168 Plaintiff’s primary argument, relying on Pilgrim’s Pride,

168 AZ. Defs.’ Opening Br. 55–56. AstraZeneca also argues that AstraZeneca plc did not 

own any Viela stock and therefore cannot be subject to personal jurisdiction or a breach of 

fiduciary duty claim in Delaware. Id. at 30 n.127, 55. Plaintiff, in response, points to 
37

is that AstraZeneca implicitly consented to jurisdiction in Delaware because it 

controlled Viela, “embedded an exclusive Delaware forum selection clause in 

Viela’s certificate of incorporation,” and “chose to maintain operational control over 

the Company, seat multiple directors on the Company’s board, and maintain a high 

degree of individual corporate governance control of the Company.”169

In Pilgrim’s Pride, the court held that the company’s controlling stockholder 

implicitly consented to the existence of personal jurisdiction in Delaware when its 

allegations in the Complaint that AstraZeneca plc publicly reported that (i) it was a 

beneficial owner of Viela stock and (ii) it “may be deemed to have sole voting and 

dispositive power with respect to [Viela] shares.” Pl.’s Answering Br. 71 (alteration in 

original). In addition to publicly reporting itself as a beneficial owner of Viela stock, the 

Complaint alleges that AstraZeneca plc appointed Soriot, its CEO, to Viela’s Board, and 

signed and delivered the January 8 Letter to Viela. Compl. ¶ 27. These allegations support

a reasonable inference that AstraZeneca UK and AstraZeneca plc operated as a single entity 

with respect to Viela. AstraZeneca cites Skye Mineral v. DXS Capital (U.S.) Limited, 2020 

WL 881544 (Del. Ch. Feb. 24, 2020), in support of its argument, but that case is 

distinguishable. AZ Defs.’ Opening Br. 30 n.127. There, the court dismissed claims 

against certain individual defendants based on a control group theory where there were no 

allegations that the individual defendants owned company stock, appointed directors to the 

board, or had contractual veto rights, and where the alleged control group lacked a legally 

cognizable association. Skye Mineral, 2020 WL 881544, at *27. Here, Plaintiff does not 

allege that AstraZeneca UK and AstraZeneca plc operated as a control group. Instead, 

Plaintiff alleges that AstraZeneca plc “did not meaningfully distinguish itself” from 

AstraZeneca UK when interacting with Viela. Compl. ¶ 27. Moreover, unlike in Skye 

Mineral, the Complaint alleges that AstraZeneca plc beneficially owned Viela stock and 

appointed Soriot, its CEO, to the Board. Id. AstraZeneca also cites Klein v. H.I.G. Capital, 

L.L.C., 2018 WL 6719717 (Del. Ch. Dec. 19, 2018), but that case is distinguishable for 

similar reasons. AZ Defs.’ Opening Br. 30 n.127. In Klein, the court concluded that the

allegations in the complaint did not support a reasonable inference that the individual 

defendant was a member of a control group where there were no allegations that the 

individual defendant owned any company stock. 2018 WL 6719717, at *13.

169 Pl.’s Answering Br. 63.
38

representatives on the board of directors adopted a forum-selection bylaw. 2019 WL 

1224556, at *13–14. The board adopted the bylaw on the same day the challenged 

transaction was approved, and the court concluded that it was reasonable to infer that 

the board adopted the bylaw intending it to apply to any Delaware law claims 

challenging the acquisition. Id. at *13. AstraZeneca argues that Pilgrim’s Pride is 

distinguishable because the defendant was an undisputed controlling stockholder 

(i.e., owning more than 50% of the outstanding voting power) when the forum 

selection bylaw was adopted and had the right to appoint six out of nine directors to 

the company’s board.170 By contrast, in this case, AstraZeneca argues that (i) the 

Forum Provision was adopted three years prior to the Merger; (ii) AstraZeneca only 

had the right to designate two directors to the Board; and (iii) the parties dispute 

whether and when AstraZeneca owned a majority of Viela’s voting power.171

170 AZ Defs.’ Reply Br. 33; Dkt. 73 at 26:16–27:18 [hereinafter “Hr’g Tr.”]. Following 

oral argument, Plaintiff submitted Kormos as supplemental authority for the court’s 

consideration. Dkt. 76. In Kormos, the court found that the plaintiff made a prima facie

showing that the defendant implicitly consented to jurisdiction in Delaware by causing the 

company to adopt a Delaware forum selection provision. C.A. No. 2023-0396-SG, at 

12:21–15:5. AstraZeneca argues that Kormos is distinguishable, too, because the 

defendant was an undisputed mathematical controller at the time the forum provision was 

adopted and “loyalists with strong ties” to the controller comprised the company’s board 

when the forum provision was adopted. Dkt. 77 at 1–2.

171 Hr’g Tr. at 27:14–22. Compare id. at 36:19–22 ([Pl.’s Counsel]: “But [Viela was] a 

controlled company all the way up -- I mean, a fully controlled, more than 50 percent, 

actually, 100 percent up until October 2019.”), with id. at 70:8–9 ([AstraZeneca’s 

Counsel]: “Viela was not controlled 100 percent or 50 percent by AstraZeneca through 

October 2019.”); see also Dkt. 77 at 2 (arguing that the “Complaint does not allege that 

[AstraZeneca] owned a majority of Viela stock post-spin” (emphasis added)).
39

In construing the record in light most favorable to the Plaintiff, the court 

concludes that the Plaintiff has made a prima facie showing that AstraZeneca 

implicitly consented to personal jurisdiction in Delaware by causing the Company 

to adopt the Forum Provision. The Forum Provision, while not in the Company’s 

original certificate of incorporation, was adopted on February 22, 2018.172 Thus, the 

parties’ dispute over whether AstraZeneca held majority voting control at the time 

of Viela’s IPO in October 2019 is beside the point. The relevant time is February 

2018, when the Forum Provision was adopted. The Complaint alleges, and 

AstraZeneca does not dispute, that “AstraZeneca created Viela as a spin-off in 

February 2018.”173 The reasonable inference based on these allegations is that 

AstraZeneca owned a majority of Viela’s voting power at the time the Forum 

Provision was adopted, which occurred concurrently with the spin-off.174 It is also 

reasonable to infer, given the timeline of events, that AstraZeneca had direct 

172 The Forum Provision first appeared in Viela’s amended certificate of incorporation, 

filed with the Delaware Secretary of State on February 22, 2018. The court can take 

judicial notice of filings with the Delaware Secretary of State on a motion to dismiss. See 

Wheelabrator, 1992 WL 212595, at *11–12 (taking judicial notice of publicly filed 

certificate of incorporation); Carvana, 2022 WL 3923826, at *2 n.14.

173 Compl. ¶ 4; see also id. ¶ 41 (alleging that “Viela was formed in February 2018 as a 

spin-off of MedImmune/AstraZeneca”).

174 It also appears from Viela’s Registration Statement, filed with the SEC on September 

23, 2019, that AstraZeneca owned more than 50% of Viela’s voting power in February 

2018. See AZ Defs.’ Ex. 7 at 172.
40

involvement in causing the Company to adopt the Forum Provision. 175 See Carvana, 

2022 WL 3923826, at *4 (explaining that the controller’s “approval of the 

[company’s] amended certificate of incorporation, including the Forum Provision, 

was a necessary and direct cause of its adoption”); Kormos, C.A. No. 2023-0396-

SG, at 12:24–13:3 (explaining that the controlling stockholder “caused [the 

company] to create an amended and restated certificate of incorporation that 

contained a Delaware-exclusive forum provision for fiduciary actions”).

Although it is true, as AstraZeneca argues, that the Forum Provision was 

adopted three years prior to the Merger, this distinction is inconsequential. 

AstraZeneca “did not need to foresee the specific transaction that would give rise to 

the claims against [it] for the Forum Provision to evidence [its] implicit consent.” 

Carvana, 2022 WL 3923826, at *5. It is well settled that Delaware has an interest 

in the application of its law to the internal affairs of Delaware corporations. See

VantagePoint Venture P’rs 1996 v. Examen, Inc., 871 A.2d 1108, 1113 (Del. 2005); 

Juul Labs, Inc. v. Grove, 238 A.3d 904, 914 (Del. Ch. 2020) (“The internal affairs 

doctrine applies to those matters that pertain to the relationships among or between 

the corporation and its officers, directors, and shareholders.”). A forum selection 

provision in a Delaware corporation’s certificate of incorporation or bylaws is

175 The APA, pursuant to which AstraZeneca spun-off the six MedImmune molecules to 

Viela, is dated February 23, 2018, the day after the Forum Provision was adopted. See AZ 

Defs.’ Opening Br. viii, 7.
41

“intended to corral internal affairs cases so they can be heard in Delaware courts.” 

Carvana, 2022 WL 3923826, at *5. At the time of the spin-off in February 2018, 

AstraZeneca caused the Company, a Delaware corporation, to adopt the Forum 

Provision in its amended certificate of incorporation. It is, therefore, reasonable to 

infer that AstraZeneca “knew of the purpose of forum selection provisions when [it] 

caused [Viela] to adopt one.” Id.

176

Thus, AstraZeneca implicitly consented to having this court adjudicate claims 

against it as a controlling stockholder, including the threshold question of whether it 

was, in fact, a controller at the time of the challenged transaction. For these reasons, 

Plaintiff has satisfied his minimal burden of showing a basis for the court’s exercise 

of jurisdiction over AstraZeneca.177

176 The Forum Provision, unlike the provisions at issue in Pilgrim’s Pride, Carvana, and 

Kormos, does not expressly state that it applies to fiduciary duty claims brought against 

Viela’s stockholders. Compare Viela Certificate Art. Twelfth, with Pilgrim’s Pride, 2019 

WL 1224556, at *12; Carvana, 2022 WL 3923826, at *4; Kormos, C.A. No. 2023-0396-

SG, at 13:1–3. AstraZeneca, however, neither identified this distinction nor argued that it 

rendered the decisions in Pilgrim’s Pride, Carvana, or Kormos inapposite.

177 In addition to his implicit consent theory, Plaintiff makes a half-hearted argument that 

AstraZeneca has sufficient minimum contacts with Delaware to satisfy due process because 

AstraZeneca created Viela as a Delaware subsidiary. Pl.’s Answering Br. 64. Formation 

of a Delaware entity can serve as a sufficient nexus for exercising jurisdiction when the 

formation is “an integral component of the [total] transaction . . . to which the plaintiff’s 

instant cause of action relates.” Lone Pine, 2021 WL 2311954, at *5 (alterations in 

original) (internal quotation marks omitted); Papendick v. Bosch, 410 A.2d 148, 152 (Del. 

1979) (holding due process was satisfied where the defendant “came into the State of 

Delaware to create, under the Delaware Corporation Law, a subsidiary corporation for the 
42

B. Does the Complaint State a Claim Against AstraZeneca for Breach 

of Fiduciary Duty?

1. Standard of Review

On a motion to dismiss for failure to state a claim under Court of Chancery 

Rule 12(b)(6),

(i) all well-pleaded factual allegations are accepted as true; (ii) even 

vague allegations are well-pleaded if they give the opposing party 

notice of the claim; (iii) the Court must draw all reasonable inferences 

in favor of the non-moving party; and ([iv]) dismissal is inappropriate 

unless the plaintiff would not be entitled to recover under any 

reasonably conceivable set of circumstances susceptible of proof.

Savor, Inc. v. FMR Corp., 812 A.2d 894, 896–97 (Del. 2002) (footnotes and 

quotation marks omitted); see also Cent. Mortg. Co. v. Morgan Stanley Mortg. Cap.

Hldgs. LLC, 27 A.3d 531, 536 (Del. 2011). The plaintiff is “entitled to all reasonable 

factual inferences that logically flow from the particularized facts alleged, but 

conclusory allegations are not considered as expressly pleaded facts or factual 

inferences.” White v. Panic, 783 A.2d 543, 549 (Del. 2001) (internal quotation 

marks omitted). “[A] claim may be dismissed if allegations in the complaint or in 

the exhibits incorporated into the complaint effectively negate the claim as a matter 

of law.” Malpiede v. Townson, 780 A.2d 1075, 1083 (Del. 2001). The court need 

purpose of implementing its contract with [the seller] and accomplishing its acquisition of 

[the seller’s] stock”). The fatal flaw in Plaintiff’s due process theory is his failure to supply 

facts supporting an inference that ties the purpose of Viela’s formation as a Delaware entity

in December 2017 to the Merger.
43

not “accept every strained interpretation of the allegations proposed by the plaintiff.” 

In re Gen. Motors (Hughes) S’holder Litig., 897 A.2d 162, 168 (Del. 2006) (quoting 

Malpiede, 780 A.2d at 1083).

2. Did AstraZeneca control Viela?

Delaware courts “will deem a stockholder a controlling stockholder when the 

stockholder: (1) owns more than 50% of the voting power of a corporation or (2) 

owns less than 50% of the voting power of the corporation but exercises control over 

the business affairs of the corporation.” In re Tesla Motors, Inc. S’holder Litig., 

2018 WL 1560293, at *12 (Del. Ch. Mar. 28, 2018) (emphasis in original) (quoting 

Kahn v. Lynch Commc’ns Sys., Inc., 638 A.2d 1110, 1113–14 (Del. 1994)); see also 

Sheldon v. Pinto Tech. Ventures, L.P., 220 A.3d 245, 251 (Del. 2019). AstraZeneca 

owned 26.72% of Viela’s voting power at the time of the Merger.

178

When the assertion of control is not based upon ownership of more than 50% 

of the voting power of the corporation, as is the case here, a plaintiff must plead facts 

to support a reasonable inference that the alleged controller possessed “(i) control 

over the corporation’s business and affairs in general or (ii) control over the 

corporation specifically for purposes of the challenged transaction.” Voigt v. 

Metcalf, 2020 WL 614999, at *11 (Del. Ch. Feb. 10, 2020). In other words, “the 

plaintiff may plead either (or both) of the following: (1) that the minority 

178 Compl. ¶¶ 4, 56.
44

blockholder actually dominated and controlled the corporation, its board or the 

deciding committee with respect to the challenged transaction or (2) that the minority 

blockholder actually dominated and controlled the majority of the board generally.” 

Tesla Motors, 2018 WL 1560293, at *13. “[T]he potential ability to exercise control 

is not sufficient.” Basho Techs. Holdco B, LLC v. Georgetown Basho Invs., LLC, 

2018 WL 3326693, at *26 (Del. Ch. July 6, 2018) (alteration in original) (internal 

quotation marks omitted), aff’d sub nom. Davenport v. Basho Techs. Holdco B, LLC,

221 A.3d 100 (Del. 2019) (TABLE). “A plaintiff must allege domination by a 

minority shareholder through actual control of corporation conduct.” Lynch, 638 

A.2d at 1114 (internal quotation marks omitted).

The actual control test “is not easy to satisfy.” In re KKR Fin. Hldgs. LLC 

S’holder Litig., 101 A.3d 980, 992 (Del. Ch. 2014) (internal quotation marks 

omitted), aff’d sub nom. Corwin v. KKR Fin. Hldgs. LLC, 125 A.3d 304 (Del. 2015); 

accord Sciabacucchi v. Liberty Broadband Corp., 2017 WL 2352152, at *16 (Del. 

Ch. May 31, 2017) (“The requirements for a sufficient pleading of controller status 

are appropriately rigorous . . . .”). The defendant’s “power must be so potent that 

independent directors cannot freely exercise their judgment, fearing retribution from 

the controlling minority blockholder.” In re Morton’s Rest. Gp., Inc. S’holders 

Litig., 74 A.3d 656, 665 (Del. Ch. 2013) (alteration and internal quotation marks 

omitted). 
45

“To plead that the requisite degree of control exists generally, a plaintiff may 

allege facts supporting a reasonable inference that a defendant or group of 

defendants exercised sufficient influence ‘that they, as a practical matter, are not 

differently situated than if they had majority voting control.’” Voigt, 2020 WL 

614999, at *11 (quoting In re PNB Hldg. S’holders Litig., 2006 WL 2403999, at *9

(Del. Ch. Aug. 18, 2006)). To make such a showing, the plaintiff may “plead that 

the defendant, as a practical matter, possesses a combination of stock voting power 

and managerial authority that enables him to control the corporation, if he so 

wishes.” Id. (internal quotation marks omitted); see also Tornetta v. Musk, 310 A.3d 

430, 500 (Del. Ch. 2024) (noting that “[t]he analysis of effective control looks to a 

stockholders’ ability to exert influence as a stockholder, in the boardroom, and 

outside of the boardroom through managerial roles”).

“Examples of actual control, include, but are not limited to: (i) relationships 

with particular directors, (ii) relationships with key managers or advisors, (iii) the 

exercise of contractual rights to channel the corporation into a particular outcome, 

and (iv) the existence of commercial relationships that provide the defendant with 

leverage over the corporation, such as status as a key customer or supplier.” Voigt, 

2020 WL 614999, at *12. Broader indicia of effective control may also factor into 

the court’s control analysis, including the “ownership of a significant equity stake 

(albeit less than a majority), the right to designate directors (albeit less than a 
46

majority), decisional rules in governing documents that enhance the power of a 

minority stockholder or board-level position, and the ability to exercise outsized 

influence in the board room or on committees, such as through high-status roles like 

CEO, Chairman, or founder.” Id.

To establish transaction-specific control, an allegation of “pervasive control 

over the corporation’s actions is not required.” Superior Vision Servs., Inc. v. 

ReliaStar Life Ins. Co., 2006 WL 2521426, at *4 (Del. Ch. Aug. 25, 2006). Rather, 

a plaintiff “must plead facts supporting a reasonable inference that the defendant in 

fact exercised actual control with regard to the particular transaction that is being 

challenged.” Voigt, 2020 WL 614999, at *12 (internal quotation marks omitted). 

Supporting facts could include, for example, that “the defendant engaged in pressure 

tactics that went beyond ordinary advocacy to encompass aggressive, threatening, 

disruptive, or punitive behavior.” Id. at *13.

At the pleadings stage, a reasonable inference of actual control rests on the 

totality of the facts and circumstances considered in the aggregate. See In re Vaxart

S’holder Litig., 2021 WL 5858696, at *15 (Del. Ch. Nov. 30, 2021) (“Because the 

controller analysis is fact-intensive, the court is unlikely to find control unless 

plaintiffs can plead a ‘constellation of facts’ supporting control.” (internal quotation 

marks omitted)). “The inquiry is ‘highly fact specific,’ and there is ‘no magic 
47

formula to find control.’” Tornetta, 310 A.3d at 508 (quoting Calesa Assocs., L.P. 

v. Am. Cap., Ltd., 2016 WL 770251, at *11 (Del. Ch. Feb. 29, 2016)).

Plaintiff maintains that AstraZeneca exerted both control over Viela generally 

and specifically with respect to the Merger. The facts underlying these two control 

theories overlap in many respects. See Basho, 2018 WL 3326693, at *27 (“Broader 

indicia of effective control also play a role in evaluating whether a defendant 

exercised actual control over a decision.”).

a. Did AstraZeneca exercise general control over Viela’s 

Board?

In support of his position that AstraZeneca exercised actual control over Viela 

generally, Plaintiff points to a combination of the following factors: (1) 

AstraZeneca’s equity stake in the Company; (2) AstraZeneca’s appointment of 

certain directors on Viela’s Board; (3) AstraZeneca’s appointment of and 

relationships with certain members of Viela’s management team; (4) Viela’s supermajority voting requirements for certain actions; and (5) the Support Agreements.

179

i. Equity stake and supermajority voting 

requirements

Possession of a large voting block can contribute to an inference of control. 

See Tornetta, 310 A.3d at 502–03. As the court observed in Tornetta, equity 

positions of 25% or less have contributed to both pleading-stage inferences and post179 Pl.’s Answering Br. 66–67.
48

trial findings that a minority stockholder owed fiduciary duties as a controller. Id.

at 498 n.556 (collecting cases).180 Plaintiff cites AstraZeneca’s 26.72% equity stake 

in Viela as a factor in support of his theory that AstraZeneca exercised actual control 

over the Company. But he does so only in passing. Indeed, Plaintiff relegates this 

argument to one sentence in his answering brief.

181 Rather, Plaintiff focuses on 

AstraZeneca’s 26.72% equity position as giving it unilateral veto power over certain 

corporate actions under the Viela Certificate and Viela’s bylaws.

182

“[A] blocking right standing alone is unlikely to support a reasonable 

inference of control[.]” Voigt, 2020 WL 614999, at *19; accord Williamson v. Cox

Commc’ns, Inc., 2006 WL 1586375, at *5 (Del. Ch.June 5, 2006) (noting that “board

180 There are also instances where stockholders owning far more than 25% of the 

outstanding voting power were not controllers. See, e.g., In re Rouse Props., Inc., 2018 

WL 1226015, at *20 (Del. Ch. Mar. 9, 2018) (concluding that a 33.5% holder did not 

“exercise[] influence over even the ordinary managerial operations of the company, much 

less exert[] actual control over a majority of the company’s board” (emphasis in original)

(internal quotation marks omitted)); In re GGP, Inc., S’holder Litig., 2021 WL 2102326, 

*21–23 (Del. Ch. May 25, 2021) (concluding that a 35.3% holder did not have general 

control where there were no allegations that it could impose its will on a majority of the 

special committee, had a contractual right to dictate or veto board action, or could 

otherwise prevent the board from becoming fully informed), aff’d in part, rev’d in part and 

remanded, 282 A.3d 37 (Del. 2022); In re Sea-land Corp. S’holders Litig., 1987 WL 

11283, at *5 (Del. Ch. May 22, 1987) (concluding that a 39.5% holder was not a controller 

where there were no allegations that the holder exercised actual domination or control over 

the company’s board of directors); Superior Vision, 2006 WL 2521426, at *4–5 

(concluding that a 44% holder was not a controller where there were no allegations that the 

holder dominated the board’s corporate decision making process beyond the blockholder’s

refusal to waive a contractual prohibition on the payment of dividends).

181 Pl.’s Answering Br. 71. 

182 See Pl.’s Answering Br. 66; Compl. ¶ 52. 
49

veto power in and of itself” does not give rise to a stockholder’s controlling status

(emphasis in original)). But actual control has been found, or at least reasonably 

inferred, when a minority stockholder holds rights, through its equity stake or by 

contract, that confer control over the board either by blocking actions of the Board

or making changes to the composition of the board. See e.g., In re Loral Space & 

Commc’ns Inc., 2008 WL 4293781, at *21 (Del. Ch. Sept. 19, 2008) (finding control 

post-trial where minority stockholder had, among other things, “substantial blocking 

power” over corporate governance changes and major corporate transactions); Tesla 

Motors, 2018 WL 1560293, at *15 (noting CEO’s supermajority voting rights over 

bylaw amendments as among factors leading to a pleadings-stage inference of 

control); Williamson, 2006 WL 1586375, at *5 (drawing pleadings-stage inference 

of control where minority stockholder had “the ability to shut down the effective 

operation of the [company’s] board of directors by vetoing board actions”); Tornetta, 

310 A.3d at 503 (finding control post-trial where CEO’s equity block gave him “a 

sizable leg-up for stockholder votes generally,” “the ability to block specific 

categories of bylaw amendments,” and “great influence in the boardroom”).

In Voigt, the court explained how a stockholder’s blocking rights over 

decisions by the company’s board may support an inference of general control:

CD&R [held consent rights] to block actions that the Board otherwise 

would have the ability to take unilaterally, without stockholder 

approval. The consent rights encompassed both significant corporate 

and financing transactions, as well as more basic corporate governance 
50

issues like increasing the size of the Board or amending the bylaws. 

These blocking rights weigh in favor of an inference that CD&R 

exercised control over the Company generally by giving CD&R power 

over the Company beyond what the holder of a mathematical majority 

of the voting power ordinarily could wield. The holder of a majority of 

the outstanding voting power could vote against transactions that 

required stockholder approval, but it could not exercise a stockholder 

level veto over actions that the board of directors could take 

unilaterally.

2020 WL 614999, at *19.

To assess AstraZeneca’s blocking rights, it is important to review the actions 

that it can and cannot unilaterally block. Viela had a classified board at the time of 

the Merger.

183 Under the Viela Certificate, stockholders could remove directors only 

for cause and with the affirmative vote of 75% of the voting power of all outstanding 

shares entitled to vote in the election of directors.184 Thus, AstraZeneca could 

unilaterally block any attempt by stockholders to remove a director for cause. 

The same 75% supermajority vote is required for the stockholders to adopt, 

amend, or repeal any of the Company’s bylaws.185 If, however, the Board 

recommends in favor of a stockholder proposal to adopt, amend, or repeal the 

Company’s bylaws, approval by only a majority of the voting power is required.186 

183 Viela Certificate Art. Sixth (B); Viela Bylaws Art. II § 1(C).

184 Viela Certificate Art. Sixth (E).

185 Id. Art. Seventh.

186 Id.
51

The Viela Certificate also authorizes the Board to adopt, amend, or repeal the bylaws

unilaterally, which AstraZeneca has no ability to block.187 In addition, the Viela

Certificate requires a 75% supermajority vote of the stockholders to amend, alter, 

repeal, or adopt any provision that would be inconsistent with Articles Fifth through 

Twelfth of the Viela Certificate.

188 

AstraZeneca’s equity position gave it limited blocking rights under the Viela 

Certificate. Though these blocking rights are meaningful, they are not nearly as 

formidable as the blocking rights highlighted in other cases. For example, unlike in 

Voigt where the defendants had the ability to block board decisions, AstraZeneca 

only had the right to veto bylaw amendments initiated by stockholders, and then only 

if the Board did not recommend them. Cf. Voigt, 2020 WL 614999, at *3 (noting 

that the controller had “contractual consent rights over a wide range of significant 

corporate and finance matters,” including increasing the size of the board, amending 

the company’s bylaws, granting stock options, declaring dividends, adopting a 

liquidation plan, and divesting assets); see also West Palm Beach Firefighters’ 

Pension Fund v. Moelis & Co., 311 A.3d 809, 826 (Del. Ch. 2024) (noting that the 

187 Id.

188 Id. Art. Tenth.
52

stockholder’s consent rights required the board to obtain his prior approval for 

“virtually any action the directors might want to take”).189 

The supermajority voting requirements under the Viela Certificate gave 

AstraZeneca—by virtue of its 26.72% voting block—veto power over limited 

corporate actions, but as a whole, did not give AstraZeneca power to wield control 

over the Board or “operate[] the decision-making machinery of [Viela].” 

Thermopylae Cap. P’rs, L.P. v. Simbol, Inc., 2016 WL 368170, at *14 (Del. Ch. Jan. 

29, 2016). Nor did AstraZeneca ever exercise its blocking rights. Cf. Tornetta, 310 

A.3d at 503 (noting that the CEO exercised his veto rights to block bylaw 

amendments on two separate occasions).

ii. Appointment of directors

Plaintiff alleges that AstraZeneca’s designation of Soriot and Rivers to the 

Board further contributes to a finding of general control.190 Both Soriot and Rivers 

were AstraZeneca executives when they served on the Board.191 Soriot resigned 

189 Moelis addressed a facial challenge to the statutory validity of certain provisions of a 

stockholder agreement with the company’s founder and CEO. 311 A.3d at 824, 829. The 

stockholder agreement gave the CEO consent rights over major board actions, including 

the amendment of the company’s certificate of incorporation and bylaws, the issuance of 

preferred stock, the adoption of a stockholder rights plan, the entry into major corporate 

transactions such as mergers, liquidations, and asset sales, and the declaration of dividends. 

Id. at 825. In its opinion that invalidates the provisions, the court observed that their 

purpose was to “preserve [the CEO’s] control, even if he sold enough shares that his voting 

power dropped below a mathematical majority, as it now has.” Id. at 865.

190 Pl.’s Answering Br. 67.

191 Compl. ¶¶ 29, 31; AZ Defs.’ Ex. 7 at 157.
53

from the Board on September 18, 2020, more than a month before Horizon submitted 

its initial, non-binding indication of interest on October 30.

192 Rivers was a member 

of the Board through the completion of the Merger.193

The “ability of an alleged controller to designate directors (albeit less than a 

majority) is an indication of control,” Voigt, 2020 WL 614999, at *14, but “does not, 

without more, establish actual domination or control.” Williamson, 2006 WL 

1586375, at *4; see also Frank v. Elgamal, 2014 WL 957550, at *22 (Del. Ch. Mar. 

10, 2014) (“Merely because a director is nominated and elected by a large or 

controlling stockholder does not mean that he is necessarily beholden to his initial 

sponsor.”).

AstraZeneca’s prior designation of two directors on an eight-member board—

only one of whom remained at the time the Board approved the Merger—is not a 

persuasive allegation of actual control over the Company and the Board. Plaintiff 

must plead facts that allow for a reasonable inference that AstraZeneca “dominate[d] 

the corporate decision-making process.” Rouse Props., 2018 WL 1226015, at *13

(alteration in original) (internal quotation marks omitted). The Complaint contains 

no such allegations. Neither Soriot nor Rivers served on Viela’s management team

or chaired the Board. Soriot resigned even before Horizon delivered its initial offer 

192 Compl. ¶¶ 31, 76, 80. 

193 Id. ¶ 29.
54

to acquire the Company. See Vaxart, 2021 WL 5858696, at *15 (“The question of 

control is measured at the time of the challenged transaction.”); GGP, 2021 WL 

2102326, at *24 (determining the issue of control “at the time of the Transaction”). 

The Complaint’s non-specific allegations as to Rivers fall short. For example, the 

Complaint alleges that Rivers “frequently acted on AstraZeneca’s 

behalf . . . including [by] requesting confidential information for AstraZeneca’s 

benefit, effectuating the transfer of shares of Viela stock between AstraZeneca 

entities, and . . . effectuat[ing] agreements between Viela and AstraZeneca.”194

These conclusory allegations do not support a reasonable inference that AstraZeneca 

“exercised actual domination and control” over the other directors or prevented them 

from exercising their independent judgment when making decisions regarding the 

Company or the Merger. KKR, 101 A.3d at 993 (internal quotation marks omitted). 

The Complaint also alleges that Yao and the Non-AZ Directors, although not 

AstraZeneca designees, were susceptible to AstraZeneca’s pressure and control.195 

Plaintiff alleges that Yao was beholden to AstraZeneca because AstraZeneca

appointed him to his lucrative position at Viela where he “received over $4.2 million 

in golden parachute payments, including cash severance at three times Yao’s then194 Id. ¶ 30. 

195 See id. ¶¶ 58–59, 95, 98.
55

current base salary and target bonus.”196 The Complaint’s bare allegations are not 

enough to reasonably infer that AstraZeneca exerted control over Yao. Yao received 

his cash severance payments from Viela, not from AstraZeneca.197 There are no 

well-pleaded allegations that AstraZeneca controlled the terms of Yao’s 

employment or the setting of his severance package. The Complaint also fails to 

allege any additional facts about Yao’s employment at AstraZeneca or any “personal 

relationships” or “allegiance” to AstraZeneca. See In re TrueCar, Inc. S’holder 

Deriv. Litig., 2020 WL 5816761, at *24 (Del. Ch. Sept. 30, 2020) (concluding that 

an individual’s prior employment with alleged controlling stockholder did not, 

“without more,” create reason to doubt his independence); Odyssey P’rs, L.P. v. 

Fleming Cos., Inc., 735 A.2d 386, 408 (Del. Ch. 1999) (noting that past employment 

with an interested party, “alone,” is not enough to rebut independence); Teamsters

Union 25 Health Servs. & Ins. Plan v. Baiera, 119 A.3d 44, 60 (Del. Ch. 2015) (“[I]t 

is unreasonable in my view to question [a director’s] presumptive independence 

based solely on an employment relationship that ended in May 2011, almost three 

years before this action was filed[.]”).

As to Cao, Hu, and Wicki, Plaintiff alleges that they were “particularly 

susceptible to AstraZeneca’s pressure” because they were “executives or founders

196 Id. ¶ 98. 

197 See id. ¶¶ 20, 98. 
56

of investment funds that were early investors in AstraZeneca’s spin-off of Viela.”198

This conclusory allegation is makeweight. To overcome the presumption of director 

independence in the controller context, a plaintiff “must plead facts that support a 

reasonable inference the director is either beholden to the shareholder or so under its 

influence that his discretion is sterilized.” Flannery v. Genomic Health, Inc., 2021 

WL 3615540, at *14 (Del. Ch. Aug. 16, 2021) (internal quotation marks omitted); 

In re Kraft Heinz Co. Deriv. Litig., 2021 WL 6012632, at *7 (Del. Ch. Dec. 15, 

2021) (explaining that the complaint must allege “facts as would demonstrate that 

through personal or other relationships [that] the directors are beholden to the 

controlling person”), aff’d, 282 A.3d 1054 (Del. 2022) (TABLE). “Bare allegations

that directors are friendly with, travel in the same social circles as, or have past

businessrelationships with the proponent of a transaction . . . are not enough to rebut

the presumption of independence.” Kahn v. M&F Worldwide Corp., 88 A.3d 635,

649 (Del. 2014), overruled on other grounds by Flood v. Synutra Int’l, Inc., 195

A.3d 754 (Del. 2018).

There are no well-pleaded allegations that the stockholders which designated

Cao, Hu, and Wicki to the Board were beholden to AstraZeneca, let alone that Cao,

Hu, and Wicki themselves were subject to AstraZeneca’s control. The Complaint

198 See id. ¶ 19.
57

does not allege that Boyu, 6 Dimensions, or HBM or their respective Board

designees had, for example, future investment opportunities that would be forfeited

if the Board did not approve the Merger. Absent well-pleaded allegations that Cao,

Hu, and Wicki were beholden to AstraZeneca, their status as stockholder appointees

does not compromise the presumption of independence. See Berteau v. Glazek, 2021 

WL 2711678, at *21 (Del. Ch. June 30, 2021) (“Diao’s mere status as Standard 

General’s designee does not mean he is not independent.”); In re W. Nat’l Corp. 

S’holders Litig., 2000 WL 710192, at *15 (Del. Ch. May 22, 2000) (noting that 

“even if American General nominated some of the outside directors or if Poulos and 

Hook jointly nominated them, such nomination, without more, does not mandate a 

finding that these directors were beholden to American General, Poulos, or Hook”).

As to Jacques and Nolet, the Complaint is devoid of any well-pleaded 

allegations challenging their independence. Jacques and Nolet were not 

AstraZeneca designees, nor did they hold positions at Viela or AstraZeneca. Simply 

put, there are no allegations connecting Jacques or Nolet to AstraZeneca, let alone 

that they were beholden to AstraZeneca. See Highland Legacy Ltd. v. Singer, 2006 

WL 741939, at *5 (Del. Ch. Mar. 17, 2006) (“There must be some alleged nexus 

between the domination and the resulting personal benefit to the controlling party. 

Here, there are no well-pleaded allegations which allow the court to reasonably infer 
58

that Goldsmith and Steele were in any way controlled by or financially beholden to 

[the alleged controller].” (footnote omitted)).

The Complaint lacks well-pleaded allegations to support a reasonable 

inference that Yao and the Non-AZ Directors were beholden to AstraZeneca and 

subject to its control. Even if the court were to accept that Yao lacked independence 

from AstraZeneca, that would still leave five independent directors on a sevenmember Board at the time of the Merger. The lack of independence of two directors, 

on its own, does not support a reasonable pleadings-stage inference that AstraZeneca 

exercised actual control over the Board. See Rouse Props., 2018 WL 1226015, at 

*13 (“[T]he lack of independence of two of the five Committee members cannot 

transform [the defendant] from minority blockholder to controlling stockholder.”); 

Morton’s, 74 A.3d at 660, 665 (concluding that the complaint failed to plead facts 

that a 27% blockholder, who placed two out of 10 directors on the board, one of 

whom served as de facto board chair, was a controller).

iii. Management appointments

Plaintiff also alleges that AstraZeneca exerted actual control over Viela by 

“plant[ing] its own trusted executives” in all top five executive leadership 

positions.199 Plaintiff does not attempt to allege facts to support the assertion that 

AstraZeneca’s appointment of Viela’s executives in 2018 translates to AstraZeneca 

199 Id. ¶ 41; Pl.’s Answering Br. 67. 
59

exercising control over them in 2020. The Complaint merely alleges that the Viela

executives were formerly AstraZeneca executives.200 Allegations of prior 

employment or business relationships, without more, are insufficient to show 

control. Orman v. Cullman, 794 A.2d 5, 27 (Del. Ch. 2002) (“The naked assertion 

of a previous business relationship is not enough to overcome the presumption of a 

director’s independence.”); Vaxart, 2021 WL 5858696, at *17 (concluding that

“bare allegations of [a manager’s] prior employment [with the controller] do not 

support” an inference of control). Here, Plaintiff does not allege any additional facts

beyond prior employment, and “this bare assertion fails to sustain an inference of

indebtedness, let alone control” over Viela’s management. Vaxart, 2021 WL 

5858696, at *18.

iv. The Support Agreements

Plaintiff alleges that the Support Agreements gave AstraZeneca “absolute” 

control over Viela’s day-to-day business operations.201 AstraZeneca, through the 

Support Agreements, supported several aspects of Viela’s business functions, such 

as financial services, procurement activities, clinical operations, and laboratory, 

200 Compl. ¶ 41.

201 Id. ¶¶ 6, 43; see also Pl.’s Answering Br. 70.
60

office, and supply access.

202 Plaintiff alleges that “AstraZeneca’s contracts and 

continued support were the lifeblood of Viela’s business.”203

This court’s decision in In re KKR Financial Holdings LLC Shareholders 

Litigation is instructive. 101 A.3d 980. In that case, KKR & Co. L.P. (“KKR”) 

acquired KKR Financing Holdings LLC (“KFN”). Id. at 983. The plaintiff argued 

that the transaction was subject to entire fairness review because KKR was a 

controlling stockholder, despite its owning less than 1% of KFN’s equity. Id. The 

plaintiff argued that KKR controlled KFN by virtue of a “Management Agreement” 

that delegated management of KFN’s day-to-day business operations to KKR 

Financial Advisors LLC (“KFA”), an affiliate of KKR. Id. Under the Management 

Agreement, KFA, and effectively KKR, was responsible for, among other things, 

“(i) selecting, purchasing and selling KFN’s investments; (ii) KFN’s financing and 

risk management; and (iii) providing investment advisory services to KFN.” Id. at 

986.

The plaintiff alleged that KKR exerted actual control over KFN because of its 

unique business relationship, “largely defined by the terms of the Management 

Agreement.” Id. at 993. In support of its actual control theory, the plaintiff also

alleged that “KKR created KFN, KFN’s officers are employees of KKR and its 

202 Compl. ¶ 43.

203 Id. ¶ 45.
61

affiliates, KFN is admittedly completely reliant on KFA, KFN’s primary asset and 

reason for existence is a portfolio that finances leveraged buyout activities of KKR,

and KFN cannot extricate itself from KKR without paying a significant fee.” Id. 

(cleaned up). The court, in granting the defendants’ motion to dismiss, concluded

that:

[T]he allegations of the complaint do not support a reasonable inference 

that KKR was a controlling stockholder of KFN within the meaning of 

this Court’s precedents. Although these allegations demonstrate that 

KKR, through its affiliate, managed the day-to-day operations of KFN, 

they do not support a reasonable inference that KKR controlled the

KFN board—which is the operative question under Delaware law—

such that the directors of KFN could not freely exercise their judgment 

in determining whether or not to approve and recommend to the 

stockholders a merger with KKR.

Id. (emphasis in original). The complaint did not contain any allegations that KKR 

could “dictate any action by the board, to veto any action of the board or to prevent 

the board from hiring advisors and gathering information in order to be fullyinformed” about the challenged transaction. Id. at 994. 

As in KKR, Viela substantially depended on AstraZeneca to support its 

business operations, including by providing products and services under the Support 

Agreements.204 For instance, under the Clinical Supply Agreement, AstraZeneca 

provided Viela with a clinical supply of UPLIZNA, as well as other shipping and 

204 Id. ¶¶ 43–45.
62

distribution services.205 But, as in KKR, Plaintiff has not alleged “facts from which 

it is reasonable to infer that [AstraZeneca] could prevent the [Viela Board] from 

freely exercising its independent judgment in considering the proposed [M]erger.” 

Id. at 995. There are no well-pleaded allegations that AstraZeneca had the ability to 

dominate the Board’s decision-making process as a result of the Support Agreements 

or Viela’s operational dependence on AstraZeneca.206 

To further support an inference that AstraZeneca exercised control over Viela 

through its “web of contracts,” Plaintiff points to disclosures in Viela’s public SEC 

filings that state that the Company was “substantially reliant” on AstraZeneca to 

manage its business operations and provide services under the Support 

Agreements.

207 This court has regarded an “outright admission” in public 

disclosures that a minority blockholder was a controlling stockholder to be

persuasive evidence of control. See In re Zhongpin Inc. S’holders Litig., 2014 WL 

6735457, at *7–8 (Del. Ch. Nov. 26, 2014) (deeming an express admission in a 

company’s public filings that a minority blockholder was a “controlling shareholder” 

205 Clinical Supply Agreement §§ 2.1, 2.3, 2.5 & Schedule 1; Compl. ¶ 44(d).

206 Plaintiff suggests KKR is distinguishable because “no other indicia of control were 

alleged” aside from KFN’s operational dependence on KKR. Pl.’s Answering Br. 76. But 

as discussed above, that was not the case. The plaintiff in KKR pointed to numerous 

allegations in support of its actual control theory, including that (i) “KKR created KRN;” 

(ii) “KRN’s officers are employees of KKR and its affiliates;” and (iii) “KFN is admittedly 

‘completely reliant’ on [KFA].” KKR, 101 A.3d at 993.

207 Compl. ¶ 45; see also Viela FY20 Annual Report at 71.
63

as persuasive evidence of control), rev’d on other grounds, In re Cornerstone 

Therapeutics Inc. S’holders Litig., 115 A.3d 1173 (Del. 2015). The court, however, 

has distinguished outright admissions of control from disclosures that merely 

suggest a stockholder’s “influence” over the company and its board of directors. 

See, e.g., Rouse Props., 2018 WL 1226015, at *19 (noting that a disclosure that 

admits a minority blockholder “may exert influence” over the company is a “far cry 

from the outright admission” that a minority blockholder is the corporation’s

controller). Public acknowledgements of a minority stockholder’s influence over 

the company and its board of directors “bear on the controlling stockholder inquiry 

when coupled with [ ] other well-pled allegations” of control. Tesla Motors, 2018 

WL 1560293, at *19.

In Tesla Motors, the court, at the pleadings stage, considered disclosures in 

Tesla’s public filings as part of its control analysis. Id. at *18–19. In its public 

filings, Tesla disclosed that CEO Elon Musk exerted a powerful influence over the 

company and its board of directors: 

[Tesla is] highly dependent on the services of Elon Musk, [who is] 

highly active in [the Company’s] management, [and if Tesla were to 

lose his services, it could] disrupt our operations, delay the 

development and introduction of our vehicles and services, and 

negatively impact our business, prospects and operating results as well 

as cause our stock price to decline.

Id. at *19 (alterations in original) (internal quotation marks omitted).
64

Distinguishing Tesla’s disclosures from those in Zhongpin, the court noted

that neither Tesla nor Musk “expressly conceded that Musk is a controlling

stockholder,” and “if the public disclosures were all that Plaintiffs could point to as

evidence of Musk’s control, the pleading likely would come up short.” Tesla

Motors, 2018 WL 1560293, at *19.208 Aside from Tesla’s public filings, the court

concluded that the complaint contained well-pleaded allegations that Musk

dominated the board’s decision-making leading up to the challenged acquisition and

a majority of the board was either interested in the transaction or lacked

independence from Musk. Id. at *16–18. As the court observed, “[a]ccording to the

well-pled facts in the Complaint, there were practically no steps taken to separate

Musk from the Board’s consideration of the acquisition”—Musk brought the

proposal to the board’s attention, led the board’s discussions regarding the

acquisition, and was responsible for engaging the board’s advisors. Id. at *16. 

208 In Zhongpin, the company’s annual report disclosed that its chairman and CEO, Xianfu 

Zhu, “beneficially owned approximately 17.3% of our outstanding shares of common 

stock” and “[a]s a result, pursuant to our By-laws and applicable laws and regulations, our 

controlling shareholder [ ] and our other executive officers and directors are able to 

exercise significant influence over our company . . . .” 2014 WL 6735457, at *7 (emphasis 

added) (internal quotation marks omitted). The court concluded that “[w]hile the 10-K 

does not conclusively demonstrate Zhu’s status as a controller under Delaware law, it does, 

along with the other allegations in the Complaint, support the inference that Zhu exercised 

significantly more power than would be expected of a CEO and 17% stockholder.” Id. at 

*8.
65

Viela’s public filings do not contain an outright admission that AstraZeneca

was a controlling stockholder. Similar to Tesla’s disclosures about Musk, Viela’s

public filings describe how Viela is “substantially reliant” on AstraZeneca to provide

certain business services, and the Company would face “operational difficulties” if

AstraZeneca was unwilling or unable to continue to provide such services.209 

However, unlike in Tesla Motors where the complaint contained well-pleaded

allegations of Musk’s voting influence over and domination of Tesla’s board of

directors, the pleadings in this case fall short of alleging that AstraZeneca exercised

actual control over the Viela Board.

Having considered all of the alleged elements of general control holistically, 

the court concludes that the Complaint does not allege well-pleaded facts to support 

a reasonable inference that AstraZeneca exercised general control over Viela and its 

Board. To be sure, Viela was contractually dependent upon AstraZeneca, though 

not on an exclusive basis, for a significant portion of its business operations in the 

wake of the spin-off. AstraZeneca’s equity position was substantial and gave rise to 

unilateral veto power over stockholder-initiated bylaw amendments and any attempt 

to amend or repeal certain provisions of the Viela Certificate. But that power, along 

with AstraZeneca’s lone board designee at the time of the Merger, did not give it 

209 Viela FY20 Annual Report at 71.
66

control over Board decisions or the Company generally. Nor did AstraZeneca wield 

the potential power that it did have. Thus, the allegations in the Complaint do not 

support a pleadings-stage inference of general control over Viela.

b. Did AstraZeneca exercise transaction-specific control 

over the Merger?

Plaintiff also alleges that AstraZeneca exercised transaction-specific control 

over the Merger by “threatening” to terminate the Support Agreements and to sell 

its equity stake in Viela unless the Company was sold.210 Plaintiff alleges that

AstraZeneca “wielded its power through coercive pressure on the Board,” which

gave AstraZeneca transactional control over the Merger.211

Beginning with Yao, Plaintiff alleges that AstraZeneca retained “influence

over” and “input into” Viela’s sale process through periodic meetings and “constant

backchannel communications” between Soriot and Yao.212 These conclusory

allegations fail to establish how AstraZeneca exercised control over Viela’s Board

with respect to the Merger. There are no well-pleaded allegations that Soriot

210 Pl.’s Answering Br. 72–73.

211 Compl. ¶ 53.

212 Pl.’s Answering Br. 69; see also Compl. ¶ 83. 
67

disclosed information about the Alexion Acquisition to Yao at these meetings or

improperly influenced Viela’s sale process.213

Turning his focus to Rivers, Plaintiff maintains that Rivers “act[ed] as a

liaison between Yao/Viela and AstraZeneca throughout the sale process,”214 and

“obtained confidential valuations and descriptions of the sale process [from

Goldman Sachs] for AstraZeneca’s benefit.”215 The Complaint fails to allege how

and to what extent Rivers was serving as a liaison between AstraZeneca and Viela

or obtaining information for AstraZeneca’s purported benefit during the sale

process. Notably, minutes from the Board meetings during the sale process indicate

that Rivers excused himself when the Board addressed matters involving

AstraZeneca.216

With respect to the remainder of the Board, Plaintiff asserts that the Non-AZ

Directors fell victim to a “controlled mindset” and allowed AstraZeneca to dictate

213 Compl. ¶ 83. Minutes of the Company’s Board meetings during the sale process

indicate that the Board was informed about Yao’s meetings with Soriot, as well as Yao’s

plans to “confidentially explore AstraZeneca’s current view as a shareholder of various 

transaction scenarios in view of the Company’s current progress” with Soriot. See AZ 

Defs.’ Ex. 26 at VIE220_0000166.

214 Compl. ¶ 83.

215 Id. ¶ 30.

216 See AZ Defs.’ Ex. 26 at VIE220_0000166 (minutes from a November 13, 2020 Board 

meeting); AZ Defs.’ Ex. 43 at VIE220_0000254 (minutes from a January 14, 2021 Board 

meeting).
68

the terms of the Merger.217 As discussed above, the Complaint lacks well-pleaded

allegations that AstraZeneca generally controlled the Company or that a majority of

the Board lacked independence from AstraZeneca. The conclusory assertion that

the Board labored under a controlled mindset “is not supported by any well-pleaded

allegations that the [Non-AZ Directors] were beholden to [AstraZeneca] or that they

suffered from any disabling personal interest.” City Pension Fund for Firefighters

& Police Officers in City of Miami v. The Trade Desk, Inc., 2022 WL 3009959, at

*15 (Del. Ch. July 29, 2022). 

Plaintiff next allegesthat AstraZeneca exercised transactional-specific control

through management’s creation of the October Projections “just one day after

Horizon expressed interest in acquiring the Company.”218 But the Complaint does

not offer well-pleaded allegations that AstraZeneca had any involvement in the

preparation of the October Projections.

Plaintiff’s strongest argument in support of his transaction-specific control 

theory rests on the January 8 Letter. Plaintiff characterizes the January 8 Letter as a 

“threat” to “disrupt Viela’s operations by ‘expeditiously’ terminating all of its 

contracts with Viela” to pressure the Viela Board into a rushed, single-bidder sale 

217 Compl. ¶ 162.

218 Id. ¶ 21; see also id. ¶ 104; Pl.’s Answering Br. 70. 
69

process.219 Plaintiff, relying primarily on Basho and Voigt, argues that 

AstraZeneca’s threats “loom[ed] large” over the Merger and amounted to “coercion, 

domination and/or bullying” of Viela’s Board.

220

In Basho, the court acknowledged that “the existence of commercial 

relationships that provide the defendant with leverage over the corporation, such as 

status as a key customer or supplier” is a “possible source[] of influence that could 

contribute to a finding of actual control over a particular decision.” 2018 WL 

3326693, at *26. In that case, the alleged controlling stockholder had a contractual 

right to block outside financing, which was the “lifeline” of the “cash-burning, assetlight” company. Id. at *29. The stockholder exercised these rights multiple times, 

threatened to breach contractual obligations, and withheld loan funds from the 

company, “forc[ing] the [c]ompany into a financial crisis” by cutting off all 

financing besides the stockholder’s proposal. Id. at *29–31. The stockholder also 

threatened members of the company’s management if they did not comply with its 

demands and forced out two CEOs who tried to chart their own course. Id. at *32. 

In addition, the alleged controller used its board designees to spread misinformation 

and scare away potential investors. See id. at *31–32, *35. Through these tactics, 

the stockholder “creat[ed] a situation in which the [c]ompany had no other 

219 Pl.’s Answering Br. 70.

220 See Pl.’s Answering Br. 72–73, & 73 n.272.
70

alternatives and no more money” and, therefore, “forced the [c]ompany to accept its 

deal.” Id. at *35. Following trial, the court found that the stockholder exercised 

control over the transaction, finding that the “actual control did not arise from any 

single factor, but rather from a confluence of multiple sources of influence.” Id.

The facts and circumstances in this case are readily distinguishable from 

Basho and do not support a reasonable pleadings-stage inference of transactional 

control. AstraZeneca’s actions are a far cry from the controller’s conduct in Basho. 

Unlike in Basho where the controller exercised its contractual rights to block the 

company’s financing, withheld funds, and threatened to fire management if they 

failed to comply with its demands, the January 8 Letter was a “proposal” to facilitate 

a business separation that had been in the works since Viela’s IPO in October 

2019.

221 The January 8 Letter laid out AstraZeneca’s plan to collaborate with Viela 

to “ensur[e] [its] business continuity” and put it in “the best position” moving 

forward.222 Notably, AstraZeneca did not mention the sale of its own block of Viela 

stock in the January 8 Letter.223

221 January 8 Letter at 1 (“As you know, this is a journey that is already well advanced

and, since the IPO of Viela, we have been working steadily to complete the separation of 

the businesses.” (emphasis added)). 

222 Id.

223 Plaintiff alleges that the January 8 Letter did not mention the sale of AstraZeneca’s 

block of Viela shares because AstraZeneca had “already made this point clear to the Viela 

Board.” Compl. ¶ 90; see also id. ¶¶ 12, 76, 143 (alleging that AstraZeneca had “privately 
71

AstraZeneca did not threaten to terminate the Support Agreements or 

otherwise abandon Viela in the January 8 Letter. A close examination of the Support 

Agreements reveals that AstraZeneca only had an express right to terminate the 

Clinical Supply Agreement for convenience, which was subject to a lengthy notice 

and winddown period.224 Both Viela and AstraZeneca had the right to terminate the 

Commercial Supply Agreement for convenience, which was subject to a similar 

notice and winddown period as the Clinical Supply Agreement.

225 Viela, but not 

AstraZeneca, had a right to terminate the TSA, License Agreement, and MSDSA for 

convenience.

226 Viela was also permitted to seek alternative suppliers under the 

MSDSA.

227

Another critical distinction from Basho is that AstraZeneca did not place 

Viela in the position of having “no other alternatives” other than to facilitate the 

Company’s sale to Horizon. Cf. Basho, 2018 WL 3326693, at *29 (“By exercising 

made clear” to the Board that it would divest its Viela shares unless the Company was 

sold). Beyond these statements, the Complaint does not point to any communications to 

support these conclusory allegations.

224 Clinical Supply Agreement § 19.2(d). AstraZeneca had the right to terminate the 

Clinical Supply Agreement for convenience upon providing at least 30 months’ written 

notice to Viela. Id.

225 Commercial Supply Agreement § 19.2(d). Either party had to provide at least 36

months’ written notice in order to terminate the Commercial Supply Agreement for 

convenience. Id.

226 TSA § 7.2.1; License Agreement § 6.2.4; MSDSA § 15.4.

227 MSDSA § 1.3.
72

its contract rights in this fashion, [the controller] forced the [c]ompany into a 

financial crisis [with] no other alternatives.”); see also Skye Mineral, 2020 WL 

881544, at *26–27 (drawing a pleadings-stage inference of control where the alleged 

controllers “participated in a concerted effort to place the [company] in a precarious 

financial condition” and “then exercised their leverage with the Blocking Rights to 

steer [the company] off the cliff into the bankruptcy ravine below”). Plaintiff 

presents a non-linear timeline to suggest that AstraZeneca’s threatened actions 

coerced the Board into pursuing the Merger. When viewing the facts sequentially, 

Plaintiff’s allegations are “temporally untethered” from the timeline of events and 

do not support an inference of control. See Vaxart, 2021 WL 5858696, at *19

(rejecting the plaintiff’s claim against a director’s independence in part because it 

was “temporally untethered”).

A brief discussion of the timeline is appropriate. Viela and Horizon were 

engaged in partnership discussions as early as July 2020, a month before Soriot even 

inquired about Alexion’s potential interest in a business combination with 

AstraZeneca.228 On September 18, 2020, the Board resolved to retain Goldman 

Sachs as “a financial advisor, in part, to sell the Company.”229 Plaintiff admits that 

there is “no record” that Soriot disclosed the Alexion Acquisition discussions to

228 Compl. ¶¶ 11, 81. 

229 Id. ¶ 11. 
73

Viela’s Board when it approved the engagement of Goldman Sachs.230 Therefore, it

is not reasonably conceivable that the Board was influenced, let alone threatened, by 

AstraZeneca at this point, yet Viela was already pursuing a potential business 

collaboration with Horizon.

From September to November 2020, the Board solicited offers from other 

potential partners, held regular meetings with Goldman Sachs and Mintz Levin to 

discuss acquisition opportunities, and reviewed and rejected two proposals from 

Horizon. On November 17, the Board agreed to Horizon’s offer price of $53.00 per 

share, a fact that is not in dispute.231 As the parties were moving toward a December 

11 signing date, however, Horizon began experiencing supply chain issues, and the 

acquisition discussions were put on hold.

232 During this time, the Board decided not 

to terminate discussions with Horizon, but instead to seek alternative proposals from 

the remaining entities in Project Zenith.

233 In the meantime, AstraZeneca announced 

the Alexion Acquisition, which was subject to a “hell or high-water clause.”234

230 Id. ¶ 62. 

231 Id. ¶ 84; see also Viela Schedule 14D-9 at 18. 

232 Compl. ¶ 13. 

233 AZ Defs.’ Ex. 40 at VIE220_0003131. 

234 AZ Defs.’ Ex. 36 § 8.02(e). 
74

It is not until January 8, 2021, that Plaintiff alleges that AstraZeneca

“threatened” to abandon Viela.

235 Plaintiff relies heavily on one specific line of the 

January 8 Letter: “steps . . . will need to be taken to finalise [sic] the separation of 

Viela . . . from AstraZeneca . . . as expeditiously as possible.”236 Plaintiff claims 

that the January 8 Letter threatened to terminate the Support Agreements, pressuring

Viela’s Board into an expedited sale process due to the Company’s operational 

dependence on AstraZeneca.

237

Based on the unscrambled timeline of events, it is not a reasonable inference 

that AstraZeneca exerted control to threaten Viela’s Board into pursuing and 

ultimately approving the Merger. At the time AstraZeneca delivered the January 8 

Letter, the Company had already been in months-long negotiations with Horizon, 

and the parties had reached an agreement on the $53.00 share price almost two 

months before.

238 Plaintiff’s characterization of the deal process as rushed falls flat 

when considering the status of the transaction before Horizon temporarily paused 

235 See Compl. ¶¶ 15, 88; see also Pl.’s Answering Br. 86 (arguing that AstraZeneca’s 

“threats were made in January 2021”). 

236 January 8 Letter at 1 (emphasis added); see Pl.’s Answering Br. 73. 

237 See Compl ¶ 14; see also id. ¶ 17 (“AstraZeneca wielded its power to channel the 

remaining directors into a position where they had no option other than to facilitate a sale 

of the Company.”); id. ¶ 90 (“[T]he rest of the Board understood that AstraZeneca’s exit 

plan was meant to force an acquisition of Viela.”).

238 Id. ¶ 84. 
75

the discussions.

239 Once Horizon worked out its supply chain issues, the parties

picked up where they left off and finalized the deal. There are no allegations that 

there were any material changes in the Company or its value between the time that 

the Board had agreed to the $53.00 share price in November and the date that the 

Board voted to approve the transaction in January. Nor are there any allegations that 

AstraZeneca played any role in bringing Horizon back to the table. Cf. Tesla Motors, 

2018 WL 1560293, at *16 (explaining that Musk brought the acquisition proposal

to Tesla’s board of directors “not once, not twice, but three times” and was actively 

involved in discussions with the board and the board’s advisors about the 

acquisition). In fact, Plaintiff himself characterizes Horizon’s reemergence in 

January as a “lucky break” for AstraZeneca.240 Perhaps so. But it also undermines 

Plaintiff’s entire theory that AstraZeneca exercised control to force Viela into the 

Merger.

Taking the allegations in the Complaint as a whole and viewing them in a light 

most favorable to Plaintiff, it is not reasonably conceivable that AstraZeneca 

exercised general control over Viela or that it exercised transaction-specific control 

239 Id. ¶ 16 (alleging that Viela’s discussions with Horizon “abruptly resumed” and “[j]ust 

two weeks later, the Board agreed to the [Merger]”). Notably, at the time Horizon put the 

negotiations on hold, the parties had been contemplating an announcement of their deal by 

December 14. AZ Defs.’ Ex. 32 at VIE220_0000234. In addition, Horizon’s initial offer 

on October 29 proposed the execution of a definitive agreement in less than a month’s time. 

See AZ Defs.’ Ex. 22 at VIE220_0000571.

240 Pl.’s Answering Br. 86.
76

over the Company or its Board in connection with the Merger. Accordingly, the 

claims against AstraZeneca must be dismissed because “[a] stockholder that does 

not control the corporation is not a fiduciary and cannot be held liable for breaching 

non-existent duties.” Voigt, 2020 WL 614999, at *10.

C. Does the Complaint State a Claim Against Viela’s Board for 

Breach of Fiduciary Duty?

Plaintiff separately asserts breach of fiduciary duty claims against Soriot, 

Rivers, Yao, and the Non-AZ Directors (the “Director Defendants”). The Director 

Defendants argue that the fiduciary duty claims must be dismissed under Corwin

because a fully informed, uncoerced, and disinterested majority of Viela’s 

stockholders tendered their shares.241 The Director Defendants also argue that, even 

if Corwin does not apply, the Complaint does not state a claim for breach of fiduciary 

duty on the merits.

242

When determining whether corporate fiduciaries have breached their duties, 

the court’s analysis begins with identifying the applicable standard of review. See 

Chen v. Howard-Anderson, 87 A.3d 648, 666 (Del. Ch. 2014); In re Volcano Corp. 

S’holder Litig., 143 A.3d 727, 737 (Del. Ch. 2016), aff’d, 145 A.3d 697 (Del. 2017) 

(TABLE). “Delaware has three tiers of review for evaluating director decision241 See AZ Defs.’ Opening Br. 56; Director Defs.’ Opening Br. 18–20.

242 See AZ Defs.’ Opening Br. 56–60; Director Defs.’ Opening Br. 35.
77

making: the business judgment rule, enhanced scrutiny, and entire fairness.” Chen, 

87 A.3d at 666 (citing Reis v. Hazelett Strip-Casting Corp., 28 A.3d 442, 457 (Del. 

Ch. 2011)). 

“In a suit claiming that a controlling stockholder stood on both sides of a 

transaction with the controlled corporation and received a non-ratable benefit, entire 

fairness is the presumptive standard of review.” In re Match Gp., Inc. Deriv. Litig., 

2024 WL 1449815, at * 1 (Del. 2024); Voigt, 2020 WL 614999, at *10. But because 

it is not reasonably conceivable that AstraZeneca was a controlling stockholder, 

entire fairness is not “the operative standard for purposes of the motion to dismiss.” 

Voigt, 2020 WL 614999, at *10.

Since the Merger was a change of control transaction in which Viela’s 

stockholders received cash for their shares, enhanced scrutiny under Revlon

presumptively applies. Volcano, 143 A.3d at 737; see also Paramount Commc’ns

Inc. v. QVC Network Inc., 637 A.2d 34, 43 (Del. 1994) (“[A] sale of control 

impose[s] special obligations on directors of a corporation. In particular, they have 

the obligation of acting reasonably to seek the transaction offering the best value 

reasonably available to the stockholders. The courts will apply enhanced scrutiny 

to ensure that the directors have acted reasonably.” (footnote omitted)). The Director

Defendants argue that the business judgment rule applies because the Merger is 

subject to cleansing under Corwin.
78

“Corwin gives rise to the irrebuttable presumption of the business judgment 

rule when a transaction is approved by a fully informed, uncoerced vote of the 

disinterested stockholders.” Kihm v. Mott, 2021 WL 3883875, at *10 (Del. Ch. Aug. 

31, 2021) (internal quotation marks omitted), aff’d, 276 A.3d 462 (Del. 2022). 

“[T]he effect of [an] uncoerced, informed stockholder vote is outcomedeterminative, even if Revlon applied to the merger.” Corwin, 125 A.3d at 308. 

“Stockholder approval of a merger under Section 251(h) by accepting a tender offer 

has the same cleansing effect as a vote in favor of that merger.” Volcano, 143 A.3d 

at 738; see also Larkin v. Shah, 2016 WL 4485447, at *20 (Del. Ch. Aug. 25, 2016) 

(applying Corwin to a completed first-step tender offer in a Section 251(h) merger); 

In re PLX Tech. Inc. S’holders Litig., 2018 WL 5018535, at *32 (Del. Ch. Oct. 16, 

2018) (“[W]hen the holders of a majority of a company’s shares make a fully 

informed, disinterested, and uncoerced decision to tender into a medium-form 

merger under Section 251(h), the business judgment rule applies.”), aff’d, 211 A.3d 

137 (Del. 2019) (TABLE). If Corwin cleansing applies, the plaintiff’s only 

remaining basis to challenge the transaction is to assert a claim for waste. Volcano, 

143 A.3d at 749–50; see also Larkin, 2016 WL 4485447, at *21 (dismissing 

fiduciary duty claims under Corwin because plaintiff did not plead a claim for 

waste); Rouse Props., 2018 WL 1226015, at *25 (same).
79

In the absence of a controller, to avoid the application of the business 

judgment rule under Corwin, the plaintiff “must plead facts from which it reasonably 

can be inferred that [the company’s] stockholders were interested, coerced, or not 

fully informed” when accepting the tender offer. Volcano, 143 A.3d at 747; see also

Voigt, 2020 WL 614999, at *10 (“If it is not reasonably conceivable that the 

defendant controlled the company, then under Corwin, an irrebuttable version of the 

business judgment rule will govern unless the plaintiff can plead a reasonably 

conceivable breach of the duty of disclosure.” (cleaned up)). Here, the Complaint 

alleges that the Company failed to disclose and omitted material information 

regarding the Merger in its Schedule 14D-9.243 Plaintiff does not allege that Viela’s 

stockholders were interested or otherwise coerced into tendering their shares.

“A plaintiff alleging that a stockholder vote was inadequately informed to 

cleanse a transaction must ‘identify a deficiency in the operative disclosure 

document,’ which shifts the burden to the defendants to show that ‘the alleged 

deficiency fails as a matter of law in order to secure the cleansing effect of the vote.’” 

In re Merge Healthcare Inc. S’holders Litig., 2017 WL 395981, at *9 (Del. Ch. Jan. 

30, 2017) (quoting In re Solera Hldgs., Inc. S’holder Litig., 2017 WL 57839, at *8 

(Del. Ch. Jan. 5, 2017)). At the motion to dismiss stage, the plaintiff “only needs to 

243 See Compl. ¶¶ 119–26; see also Pl.’s Answering Br. 94–103.
80

plead the existence of one disclosure violation” to defeat Corwin cleansing. 

Goldstein v. Denner, 2022 WL 1671006, at *19 (Del. Ch. May 26, 2022) (citing In 

re Mindbody, Inc. S’holders Litig., 2020 WL 5870084, at *26 (Del. Ch. Oct. 2, 

2020)). “The operative question is whether the complaint ‘supports a rational 

inference that material facts were not disclosed or that the disclosed information was 

otherwise materially misleading.’” Id. at *20 (quoting Morrison v. Berry, 191 A.3d 

268, 282 (Del. 2018)). “This inquiry is necessarily fact-intensive, and the Court 

should deny a motion to dismiss when developing the factual record may be 

necessary to make a materiality determination as a matter of law.” Kihm, 2021 WL 

3883875, at *11 (internal quotation marks omitted).

As the Delaware Supreme Court recently recapitulated:

An omitted fact is material if there is a substantial likelihood that a 

reasonable shareholder would consider it important in deciding how to 

vote. Framed differently, an omitted fact is material if there is a 

substantial likelihood that the disclosure of the omitted fact would have 

been viewed by the reasonable investor as having significantly altered 

the total mix of information made available. But, to be sure, this 

materiality test does not require proof of a substantial likelihood that 

disclosure of the omitted fact would have caused the reasonable 

investor to change his vote.

City of Dearborn Police & Fire Revised Ret. Sys. v. Brookfield Asset Mgmt. Inc., 

314 A.3d 1108, 1131 (Del. 2024) (internal quotation marks omitted). The court 

assesses materiality “from the viewpoint of a ‘reasonable’ stockholder.” Id.

“Omitted facts, however, are not rendered ‘material simply because they might be 
81

helpful.’” David P. Simonetti Rollover IRA v. Margolis, 2008 WL 5048692, at *6 

(Del. Ch. June 27, 2008) (quoting Skeen v. Jo–Ann Stores, Inc., 750 A.2d 1170, 1174 

(Del. 2000)).

“Just as disclosures cannot omit material information, disclosures cannot be 

materially misleading.” Morrison, 191 A.3d at 283. “[O]nce defendants travel[] 

down the road of partial disclosure of the history leading up to the Merger . . . they 

ha[ve] an obligation to provide the stockholders with an accurate, full, and fair 

characterization of those historic events.” Arnold v. Soc’y for Sav. Bancorp, Inc., 

650 A.2d 1270, 1280 (Del. 1994). Delaware law, however, “does not require 

disclosure of inherently unreliable or speculative information which would tend to 

confuse stockholders or inundate them with an overload of information.” Id. at 

1280; see also Solomon v. Armstrong, 747 A.2d 1098, 1130 (Del. Ch. 1999) (“Our 

cases have held that directors should not be forced to bury the shareholders in an 

avalanche of trivial information.” (cleaned up)), aff’d, 746 A.2d 277 (Del. 2000) 

(TABLE). The court’s assessment of materiality “requires a careful balancing of the 

potential benefits of disclosure against the possibility of resultant harm” from 

overdisclosure. Arnold, 650 A.2d at 1279; accord Teamster Members Ret. Plan v. 

Dearth, 2022 WL 1744436, at *12 (Del. Ch. May 31, 2022), aff’d, 289 A.3d 1264 

(Del. 2023) (TABLE).
82

The Complaint identifies four alleged deficiencies in the Schedule 14D-9 

disclosures that, in Plaintiff’s view, preclude the application of Corwin. This 

opinion addresses each in turn. 

1. AstraZeneca’s “threats” to terminate the Support 

Agreements and sell its Viela stock

Plaintiff alleges that the Schedule 14D-9 omitted “AstraZeneca’s 

communicated abandonment and exit plan and the accompanying threats 

AstraZeneca made to the Board that it would sell its stock absent a sale of the 

Company.”244 Specifically, Plaintiff argues that the Company failed to disclose 

AstraZeneca’s “threats” in the January 8 Letter and the Board’s discussion of it, 

including Nolet’s January 14 email suggesting that Viela might have to find a buyer 

for AstraZeneca’s Viela stock “if other events don’t occur first.”245 The Director 

Defendants contend that the omissions are not material because the January 8 Letter 

does not support a reasonable inference that AstraZeneca threatened to abandon the 

Company or sell its Viela stock if a sale was not effectuated, and the Board was thus 

not pressured to take a specific course of action.

246

As discussed earlier in this opinion, the January 8 Letter did not contain an 

actual or implied threat from AstraZeneca to terminate the Support Agreements, to 

244 Compl. ¶ 120.

245 Id.

246 Director Defs.’ Opening Br. 21–24; Director Defs.’ Reply Br. 2–6.
83

sell its Viela shares, or to otherwise abandon Viela. To the contrary, the January 8 

Letter outlined a collaborative business proposal to finalize AstraZeneca’s

separation from Viela, which had been in process long before the Horizon 

discussions began.

247 The January 8 Letter stated that AstraZeneca, during the 

transition phase, will “complete all remaining services” or otherwise “assist [Viela 

with] transitioning” all remaining services under the terms of the TSA, the Clinical 

Supply Agreement, the Commercial Supply Agreement, and MSDSA248—a far cry 

from a threat to terminate these contracts on an expedited basis as Plaintiff alleges.

249

Although the January 8 Letter indicated that AstraZeneca wished to achieve 

full separation from Viela “as expeditiously as possible,” it also emphasized the 

importance of “ensuring [Viela’s] business continuity,” placing “[Viela] and any 

potential acquirer into the best position either to move forward as a fully independent 

company or to integrate [Viela’s] business in the event of an acquisition,” and 

completing the separation “in the smoothest and most efficient manner.”250 To 

achieve these objectives, the January 8 Letter proposed that AstraZeneca and Viela 

247 January 8 Letter at VIE220_0003472 (noting that AstraZeneca and Viela have been 

working to complete the separation of their businesses since Viela’s IPO in October 2019). 

248 Id. at VIE220_0003473.

249 Pl.’s Answering Br. 95. 

250 January 8 Letter at VIE220_0003473–75.
84

work “in close collaboration.”251 A proposal that provides avenues for business 

continuity and seeks collaboration with a business partner during a transition phase 

does not support a reasonable inference that the underlying business relationship is 

being abandoned.

Plaintiff analogizes this case to Morrison, 191 A.3d 268.

252 There, Ray Berry, 

the company’s founder and a significant stockholder, communicated to the board 

that he believed it was “in the best interests of the shareholders for the board to 

pursue a sale of the company at this time due to the low valuation of the company” 

and that if the company remains public, Berry would “give serious consideration to 

selling his stock when permitted as he does not believe [the company] is well 

positioned to prosper as a public company and he can do better with his investment 

dollars elsewhere.” Id. at 281 (internal quotation marks omitted).

253

The plaintiff argued that the company failed to disclose Berry’s “threat” in its 

SEC filings. Id. Our Supreme Court held that the information was material because 

“[a] reasonable stockholder would want to know the rationale that Ray Berry gave 

the [b]oard in encouraging it to pursue the sale, as well as his communication of his 

intent to sell his shares if a transaction were not consummated.” Id. at 287. Although 

251 Id. at VIE220_0003472.

252 Pl.’s Answering Br. 96–97.

253 At the time of the challenged transaction, Berry and his son, collectively, owned 9.8% 

of the company’s shares. Morrison, 191 A.3d at 273.
85

the Court did not embrace the plaintiff’s characterization of the email as a “threat,” 

it viewed the email to be an “economically relevant statement of intent,” which the

company’s board failed to disclose. Id. at 286.

Unlike in Morrison, the Complaint does not support a rational inference that 

material facts were not disclosed. Berry’s rationale for encouraging the company’s 

board to pursue a sale was evident from his emails with counsel, and the court held 

that the company altered the total mix of information available to the stockholders 

by failing to disclose those communications. See id. at 287. That is not the case 

here. Plaintiff alleges that AstraZeneca threatened to “expeditiously divest its shares 

and terminate its involvement with the Company” unless a sale was effectuated, 

relying primarily on the January 8 Letter.

254 The plain language of the January 8 

Letter, however, belies any reasonable inference that AstraZeneca threatened to 

terminate any of the Support Agreements or abandon Viela. Moreover, at the time 

AstraZeneca delivered the January 8 Letter, Viela and Horizon had already been 

engaged in a months-long sale process, had reached an agreement on the per share 

sale price, and had been exchanging drafts of the merger agreement. The process 

stalled due to Horizon’s supply chain issues, but restarted in mid-January. Once the 

parties re-engaged, the deal was finalized less than two weeks later at the same share 

254 Compl. ¶ 121.
86

price. There are no allegations that Viela’s financial prospects or value had changed 

in the intervening period. Thus, based on these factual allegations, it is not 

reasonably conceivable that the Board was pressured to pursue a sale of the 

Company or was unable to independently decide whether to approve the sale in 

response to AstraZeneca’s actions. Cf. Morrison, 191 A.3d at 276 (noting that Berry 

communicated his intention to sell his equity absent a sale of the company prior to 

the sale process officially beginning).

Under the facts of this case, information about AstraZeneca’s January 8 Letter 

or the potential for AstraZeneca to dispose of its Viela stock if a sale did not occur 

was not material, and the Board did not have an obligation to disclose it.

2. AstraZeneca’s “intent to terminate” material contracts

Plaintiff next alleges that AstraZeneca’s January 8 Letter “provided written 

notice of its intention to cancel, terminate or suspend performance” of the Support 

Agreements, rendering the disclosures about Viela’s material contracts in the 

Schedule 14D-9 false or materially misleading.255 The Schedule 14D-9 stated that,

as of the date of the Merger Agreement, “no party to any Material Contract has given

[] written notice of its intention to cancel, terminate or suspend performance under 

any Material Contract.”256 The Support Agreements are listed as “Material 

255 Id. ¶ 122.

256 Id. (emphasis and internal quotation marks omitted); see Merger Agreement § 3.17(d).
87

Contracts” in the Company’s Disclosure Letter to the Merger Agreement (the 

“Disclosure Letter”).257

Plaintiff’s allegations are refuted by the contents of the January 8 Letter. The 

January 8 Letter does not state that it is a notice of intention to cancel, terminate, or 

suspend performance of the Support Agreements. Rather, it is a proposal to 

complete or otherwise transition AstraZeneca’s obligations under the Support 

Agreements. The January 8 Letter states that AstraZeneca “proposes to complete all 

remaining services in accordance with the terms of the TSA.”258 The January 8 

Letter also outlines AstraZeneca’s proposal to “complete all remaining services 

under all active Service Schedules to the extent they are currently planned to be 

completed by the end of Q2 2021” and “assist [Viela] in transitioning all other 

remaining services (as well as any additional future service needs [Viela] may 

have)” under the Clinical Supply Agreement, the MSDSA, and the Commercial 

Supply Agreement.259

Plaintiff excerpts portions of Annex A to the January 8 Letter in the 

Complaint, but Annex A does not separately provide a notice of intention to cancel, 

terminate, or suspend performance of the Support Agreements. Instead, Annex A 

257 Disclosure Letter at VIE220_0002528–29.

258 January 8 Letter at VIE220_0003473 (emphasis added).

259 Id. (emphasis added).
88

contains “a plan detailing what [AstraZeneca] believes are the required steps to 

implement the Proposal,”260 including the delivery of “AstraZeneca’s notice of 

termination of the Commercial Supply Agreement,”261 amendments to the TSA, 

MSDSA, Clinical Support Agreement, and the Commercial Supply Agreement, and 

cooperative arrangements between Viela and AstraZeneca to mutually terminate 

certain license agreements.262 

The full contents of the January 8 Letter do not support a reasonable inference 

that AstraZeneca provided notice of its intent to cancel, terminate, or suspend 

performance of the Support Agreements.

263 The disclosures in the Schedule 14D-9 

about the Company’s material contracts were neither false nor materially

misleading. 

3. The June 2020 Projections

Plaintiff next alleges that the failure to disclose the June Projections in the 

Schedule 14D-9 was a material omission.

264 Plaintiff alleges the June Projections, 

260 Id. at VIE220_0003472.

261 Id. at VIE220_0003476.

262 Id. AstraZeneca and Horizon negotiated amendments to the TSA, Commercial Supply 

Agreement, and MSDSA following the closing of the Merger. See AZ Defs.’ Exs. 57, 63.

263 The Disclosure Letter states that the January 8 Letter “is a planning document, and no 

contractual notice of termination of any contract between the parties, including the 

Commercial Supply Agreement, has been received.” Disclosure Letter at 

VIE220_0002536 (emphasis added).

264 Compl. ¶ 124; Pl.’s Answering Br. 100.
89

which had been prepared in the ordinary course of business, were later slashed in the 

October Projections “to persuade the Board (and ultimately stockholders) to accept 

the price obtained via a rushed, single-bidder process,” with Horizon.

265 Goldman 

Sachs used the October Projections in its financial analyses and in preparation of its 

Fairness Opinion.

266

“Delaware law recognizes the value of projections to stockholders considering 

a cash-out transaction.” Kihm, 2021 WL 3883875, at *14. As the court observed in 

PNB:

In the context of a cash-out merger, reliable management projections of 

the company’s future prospects are of obvious materiality to the 

electorate. After all, the key issue for the stockholders is whether 

accepting the merger price is a good deal in comparison with remaining 

a shareholder and receiving the future expected returns of the company.

2006 WL 2403999, at *15. The court further observed: 

Even in the cash-out merger context, though, it is not our law that every 

extant estimate of a company’s future results, however stale or however 

prepared, is material. Rather, because of their essentially predictive 

nature, our law has refused to deem projections material unless the 

circumstances of their preparation support the conclusion that they are 

reliable enough to aid the stockholders in making an informed 

judgment.

265 Pl.’s Answering Br. 100. Compare Compl. ¶ 102 (“When updating for the June 

Projections, Viela management used the Company’s best, most updated, and most reliable 

information.”), with id. ¶ 105 (“The October Projections were not prepared under ordinary 

business conditions and were not prepared for operational purposes.”).

266 See Compl. ¶ 110. 
90

Id. at *16. Put another way, the key question is whether the projections are reliable. 

Id.; see Goldstein, 2022 WL 1671006, at *26 (“Projections must be ‘reliable’ to 

merit disclosure.”). “As a general rule, management projections made in the

ordinary course of business are reliable.” Kihm, 2021 WL 3883875, at *14 (citing 

Cede & Co. v. Technicolor, Inc., 2003 WL 23700218, at *7 (Del. Ch. Dec. 31, 2003), 

aff’d in part, rev’d in part, 884 A.2d 26 (Del. 2005)). “While reliability is a 

prerequisite to materiality, it does not equate to materiality. Even reliable 

projections need not be disclosed if it is unlikely that doing so would ‘significantly 

alter[ ] the total mix of information’ available to stockholders.” Id. at *15 (alteration 

in original) (quoting Morrison, 191 A.2d at 283). The court “make[s] case-by-case 

determinations about what information is material [based] on the facts presented.” 

Goldstein, 2022 WL 1671006, at *27.

Viela’s management prepared the June Projections without any existing sales 

history for UPLIZNA, which the FDA approved on June 11.

267 The June Projections 

forecasted (i) total cumulative revenues of $1.064 billion; (ii) total cumulative

operating expenses of $914 million; and (iii) total cumulative operating income of 

$130 million for the period from 2021 to 2024.268 At that time, management 

anticipated that there would be 85 prescriptions of UPLIZNA sold by the end of 

267 Id. ¶ 71.

268 Director Defs.’ Ex. K at VIE220_0002986; Compl. ¶¶ 100, 110.
91

2020 and that the Company would generate $18 million in revenue from UPLIZNA 

in 2020.269

The October Projections, which were prepared by management after Viela 

launched UPLIZNA and presented to the Board at its October 30, 2020 meeting, (i) 

lowered the Company’s total revenue forecast to $828 million; (ii) increased the

Company’s total operating expenses forecast to $1,130 million; and (iii) predicted

$355 million of operating losses for the same period.

270 The October Projections 

also reduced the forecasted net revenue for UPLIZNA from $18 million to $11 

million for 2020.271

The Director Defendants argue that the June Projections did not need to be 

disclosed because they were stale and no longer reliable.272 They point to the 

minutes and materials from the Board’s October 30, 2020, meeting explaining how 

the Company was dealing with “significant changes” from the ongoing COVID-19 

pandemic, including fewer patient visits, hesitation by providers to change treatment

plans during virtual appointments, and clinical trial delays.

273 The Director 

269 Director Defs.’ Ex. K at VIE220_0002957–58.

270 Director Defs.’ Ex. L at VIE220_0003088; Compl. ¶¶ 104, 110.

271 Compare Director Defs.’ Ex. K at VIE220_0002986, with Director Defs.’ Ex. L at 

VIE220_0003088.

272 Director Defs.’ Opening Br. 29.

273 Director Defs.’ Reply Br. 10; see Director Defs.’ Ex. L at VIE220_0003041; id. at 

VIE220_0003074. 
92

Defendants also note that Viela’s Form 10-Q for the period ending September 30, 

2020, filed with the SEC on November 10, 2020, indicated that between June 2020 

and the end of September 2020, Viela only filled approximately 20 prescriptions of 

UPLIZNA,

274 while management forecasted the sale of 85 prescriptions for 2020 in 

the June Projections. In its Form 10-Q, the Company also reported ongoing delays 

in the clinical trials for its other pharmaceutical drugs.

275 Thus, the Director 

Defendants insist that it is not a reasonable inference that the October Projections 

were prepared “suddenly [and] without justification” or without use of the 

Company’s “best, most updated, and most reliable information.”276

To bolster his argument that the June Projections were material, Plaintiff also 

alleges that Wall Street analysts’ valuations of the Company “generally established 

price targets well above the $53.00 per share [Merger] price.”277 Plaintiff points to

the $60.00 per share price targets prepared by the Wall Street analysts.

278 The 

Director Defendants respond that those targets were dated as of November 2, 2020,

and based on stale information from August 12 to October 26, 2020.

279 At the 

274 Director Defs.’ Reply Br. 10; see Director Defs.’ Ex. I at 20. 

275 Director Defs.’ Ex. I at 19.

276 Director Defs.’ Opening Br. 29–30.

277 Compl. ¶ 117.

278 Id.

279 See Director Defs.’ Reply Br. 11; see Director Defs.’ Ex. M at VIE220_0000142.
93

November 13 Board meeting, Goldman Sachs presented an updated summary of the 

Wall Street analysts’ valuations, which were prepared after the Company’s release 

of its quarterly financials.

280 Goldman Sachs reported that the analysts’ median price 

target was $52.00, a reduction from the $60.00 per share price target presented at the 

November 3 Board meeting.

281 Contrary to Plaintiff’s allegations, Wall Street 

analysts, similarly, updated their valuation targets.

The circumstances that led the court in Chester County Employees’

Retirement Fund v. KCG Holdings, Inc. to conclude that it was reasonably 

conceivable that earlier, undisclosed financial projections were material are not 

present here. 2019 WL 2564093 (Del. Ch. June 21, 2019). In KCG, the company’s 

board of directors had a set of earlier, more optimistic projections that: (1) the 

directors used in negotiating the merger; (2) management had vetted; and (3) the 

financial adviser had affirmed. Id. at *14. After the board had agreed to the merger 

price and the CEO had negotiated the terms of post-closing compensation for himself 

and his management team, the CEO drastically reduced the company’s financial 

forecasts. Id. at *7–8. The other directors approved the revised projections via email 

that same evening, and the company’s financial adviser delivered a revised fairness 

280 See Director Defs.’ Ex. N at VIE220_0000174.

281 See id. All but two analysts lowered their price targets. These two analysts maintained 

price targets of $50 and $55 per share. Id.
94

opinion at 5:05 a.m. the next morning. Id. at *8–9. The board approved the

transaction within two hours of receiving the revised fairness opinion. Id. at *9. The 

court was persuaded that the circumstances surrounding the preparation of the 

revised projections cast doubt on their reliability and concluded that “it is reasonably 

conceivable the earlier projections and the circumstances surrounding the 

preparation of the Revised Projections would have been viewed as material and 

should have been disclosed.” Id. at *14.

The court in Goldstein reached a similar conclusion. There, management 

revised the company’s financial forecasts two weeks after the board agreed to the

transaction price and four days before the board formally approved the transaction. 

2022 WL 1671006, at *27. The revised forecasts “reduced the Company’s internal 

estimate of standalone value by one-third, bringing the valuation just below the 

Transaction price.” Id. Based on these allegations, the court concluded that the 

updated forecasts should have been disclosed to the stockholders. Id.; but see

Dearth, 2022 WL 1744436, at *15–17 (distinguishing KCG and Goldstein and 

concluding that the company did not have an obligation to disclose an EBITDA

adjustment that was prepared after the board rejected a bidder’s offer to purchase the 

company and while no other active bids were being considered).

In this case, the circumstances surrounding the preparation of the October 

Projections do not raise the same concerns about their reliability and materiality as 
95

in KCG and Goldstein. When Viela’s management prepared the October 

Projections, the Company had not yet agreed to a transaction with Horizon, or even 

to a merger price. Indeed, the October Projections were dated as of October 23, 

2020, one week before Horizon delivered its initial $44.00 per share non-binding 

indication of interest.282 The Board, after receiving the October Projections on 

October 30, then proceeded to reject not one, but two offers from Horizon before

agreeing to the $53.00 per share price on November 17.

283

Unlike in KCG Holdings and Goldstein, the allegations in the Complaint do 

not support a reasonable inference that Viela’s management cut the financial 

forecasts to justify the Merger price. Cf. KCG, 2019 WL 2564093, at *14 

(highlighting that the CEO’s management team “created the Revised Projections at 

the last minute—after the Board approved the $20 per share price, and after [the 

CEO] secured satisfactory compensation” from the buyer); Goldstein, 2022 WL 

1744436, at *1 (“The Board then had to confront the disconnect between the 

Company’s long-range plan and the deal price. The solution was to slash the 

Company’s projections, and Company’s management proceeded to do just that.”).

There is “no rule that precludes management or its financial advisor from using

alternative sets of financial projections in evaluating the advisability and fairness of

282 Compl. ¶¶ 80, 104.

283 See Viela Schedule 14D-9 at 16–17. 
96

a merger. Indeed, given the unpredictability of the future, it is common for

companies to have multiple sets of projections based on different assumptions about 

what will transpire going forward.” In re 3Com S’holders Litig., 2009 WL 5173804,

at *5 (Del. Ch. Dec. 18, 2009).

284 The Complaint does not plead facts to suggest 

that the October Projections did not reflect management’s “‘best estimate of 

[Viela’s] future cash flows.’” Simonetti, 2008 WL 5048692, at *10 (quoting In re

Netsmart Techs. Inc., S’holders Litig., 924 A.2d 171, 203 (Del. Ch. 2007)).

285

284 In 3Com, the company disclosed both the earlier and later sets of financial projections 

in its proxy statement. 2009 WL 5173804, at *4–5. But that does not mean that multiple 

sets of financial projections must always be disclosed. “Even in a cash-out transaction, 

when stockholders are comparing cash on the table to their stock’s potential upside, not 

every projection is material.” Kihm, 2021 WL 3883875, at *14; see also Goldstein, 2022 

WL 1671006, at *27 (noting that the “duty of disclosure depends on the facts and 

circumstances” and directors do not “always have a duty [to] disclose every set of 

projections and describe the changes that mark each iteration”). Directors do not have an 

obligation to disclose unreliable, speculative, or outdated information to stockholders. See 

Arnold, 650 A.2d at 1280; PNB, 2006 WL 2403999, at *18 (observing that the disclosure 

of “outdated and unreliable” financial projections would not have significantly altered the 

total mix of information available to stockholders); Simonetti, 2008 WL 5048692, at *10 

(concluding that the plaintiff failed to “meet its burden of showing how disclosing lowerprobability projections would have been considered material by the reasonable 

stockholder,” but granting preliminary injunctive relief due to other disclosure deficiencies 

in the proxy statement); Goodwin v. Live Ent., Inc., 1999 WL 64265, at *13 (Del. Ch. Jan. 

25, 1999) (explaining that “an overly optimistic disclosure” may render a disclosure 

document “less, not more, reliable”), aff’d, 714 A.2d 16 (Del. 1999) (TABLE). 

285 The court in Netsmart granted a preliminary injunction and required the company to 

disclose additional financial projections. 924 A.2d at 203, 210. The court, however, found 

the company’s proxy statement to be deficient because it did not disclose the final financial 

projections relied on by the company’s financial adviser in preparing its fairness opinion, 

not because it failed to disclose an earlier set of management projections as Plaintiff alleges 

here. Id. at 202–03.
97

In sum, the circumstances surrounding the creation of the October Projections 

do not cast doubt on their reliability and do not support a reasonable inference that 

the June Projections were material. Although including the optimistic June 

Projections, which predated Viela’s launch of UPLIZNA, in the Section 14D-9—

and then explaining why they were not relied upon—may have provided a somewhat 

fuller picture, it is not reasonably conceivable that such additional disclosures would 

have been material to a reasonable stockholder.

4. Yao’s compensation discussions with Horizon management

Plaintiff next challenges the disclosure surrounding Yao’s retention and 

compensation-related discussions with Horizon. Plaintiff alleges that the Schedule 

14D-9 failed to disclose that Yao “personally discussed” with Walbert the 

anticipated retention of Viela’s executive management team post-acquisition, 

Horizon’s intention to give all Viela employees a welcome equity grant, and 

Horizon’s intention to accelerate management’s unvested options as part of the 

Merger.

286 Plaintiff alleges this information was material. The Director Defendants 

argue that the Schedule 14D-9 contains the material information regarding Yao’s 

retention and compensation-related discussions with Horizon.287

286 Compl. ¶ 125; see also Hr’g Tr. at 58:1–15 (Pl.’s Counsel).

287 See Director Defs.’ Opening Br. 32–35; Director Defs.’ Reply Br. 13.
98

The Schedule 14D-9 disclosed information about the employment 

arrangements between Horizon and Viela’s employees, including Yao. The 

Schedule 14D-9 stated:

In considering the recommendation of the Board to tender Company 

Shares in the Offer, stockholders should be aware that the Company’s 

executive officers, members of the Board and affiliates may be 

considered to have interests in the execution and delivery of the Merger 

Agreement and all of the Transactions, including the Offer and the 

Merger, that may be different from or in addition to those of the 

Company’s stockholders generally.

288

These interests include: (1) “the accelerated vesting of Company Stock Options”; 

(2) “the receipt of payments and benefits by certain executive officers of enhanced 

severance benefits”; (3) increases in the “base salaries” and “annual bonus 

compensation” of executive employees; and (4) payment of base salaries and annual 

bonus compensation to continuing employees no less than the compensation they 

would have received in the 12-month period following the effective time of the 

Merger.289

The Schedule 14D-9 also disclosed the accelerated vesting of Company

options and Horizon’s grant of equity awards to Viela’s employees. For instance, 

the Schedule 14D-9 stated that “Dr. Yao, Dr. Drappa and Mr. Chan will also receive 

accelerated vesting of any unvested options held by them at the Effective Time that 

288 Viela Schedule 14D-9 at 4 (emphasis added).

289 Id.
99

would otherwise vest in accordance with their ordinary vesting terms on or before 

June 1, 2021[.]”290 With respect to the employee equity grants, the Schedule 14D-9 

reported that “[Horizon] has committed to grant to certain Continuing Employees an 

equity award under the Equity Incentive Plan and/or any [Horizon] equity incentive 

plan.”291

In addition, the Schedule 14D-9 disclosed Yao’s specific employment 

arrangement with Horizon. It stated: “Following the execution of the Merger 

Agreement, [Horizon] has offered to Dr. Yao a consulting agreement, the 

effectiveness of which is conditioned on the consummation of the Merger.”292 

Pursuant to the consulting agreement, Yao would “support [Horizon’s] research and 

development programs and the integration of [Viela] into [Horizon]” for a $50,000 

monthly consulting fee.293 As to the other members of Viela’s management team,

the Schedule 14D-9 disclosed that they may “enter into new compensation 

arrangements with [Horizon],” and such arrangements “would be entered into after 

the completion of the Offer and would become effective after the Merger is 

completed, if at all.”294

290 Id. at 11 (emphasis added).

291 Id.

292 Id. at 12.

293 Id.

294 Id.
100

The circumstances here are not, as Plaintiff asserts, comparable to those in

Mindbody, 2020 WL 5870084.295 In Mindbody, the plaintiff alleged that Richard 

Stollmeyer, the company’s CEO and chairman, focused on one bidder, Vista Equity 

Partners (“Vista”) during the company’s sale process and refused to share 

information with certain bidders that he “did not want to work with.” Id. at *21. 

Prior to receiving Vista’s offer, Stollmeyer had interacted privately on numerous 

occasions with Vista representatives, including to discuss his post-transaction 

employment. See id. at *28. Mindbody’s amended proxy statement represented that

“Vista and [Mindbody] had not discussed the terms of post-closing employment or 

equity participation for Mindbody management,” which the plaintiff alleged was 

materially misleading. Id. at *27 (alteration in original). The court concluded that 

a reasonable stockholder would have considered information about Stollmeyer’s 

post-closing employment discussions to be material because it would have “shed 

light on the depth of [Stollmeyer’s] commitment to the acquirer,” his “personal 

economic incentives,” and his “reluctance to consider bids from other prospective

purchasers.” Id. at *27 (internal quotation marks omitted).

Here, the Complaint’s allegations as to Yao do not rise to the level of those 

asserted against Stollmeyer in Mindbody. Although Horizon did offer Yao a post295 Pl.’s Answering Br. 102–03. 
101

closing consulting agreement, there are no well-pleaded allegations in the Complaint

that Yao “influenced the negotiations and ultimate terms” of the Merger for his selfinterest. Id. at *28 (internal quotation marks omitted). The Schedule 14D-9 also 

disclosed information about Yao’s consulting agreement and post-transaction 

compensation.

296 “‘Fully informed’ does not mean indefinitely informed.” Merge 

Healthcare, 2017 WL 395981, at *9. A board of directors is not obligated to disclose 

“[c]onsistent and redundant facts” or “insignificant details and reasonable 

assumptions.” In re OM Gp., Inc. S’holders Litig., 2016 WL 5929951, at *11 (Del. 

Ch. Oct. 12, 2016) (alteration in original). Given the Schedule 14D-9’s factual 

disclosures, information about Yao and Walbert’s discussions may have been 

“somewhat more informative,” but it would not have significantly altered the “total 

mix” of available information regarding the post-Merger compensation of Velia’s 

management. Volcano, 143 A.3d at 749 (internal quotation marks omitted).

Having determined that the Complaint lacks well-pleaded allegations to 

support a reasonable inference that AstraZeneca was Viela’s controlling stockholder, 

or that the Schedule 14D-9 was materially misleading or contained material 

omissions, “the only claim that Plaintiff[] could state that would overcome the 

otherwise irrebuttable application of the business judgment rule is a claim for 

296 Viela Schedule 14D-9 at 12.
102

waste.” Larkin, 2016 WL 4485447, at *21 (citing Volcano, 143 A.3d at 750); see 

also Rouse Props., 2018 WL 1226015, at *25. The Complaint does not do so here. 

Thus, the fiduciary duty claims against the Director Defendants must also be 

dismissed. Volcano, 143 A.3d at 750.

III. CONCLUSION

For the foregoing reasons, the court concludes that the Complaint does not 

allege facts that support a reasonable pleadings-stage inference that AstraZeneca was 

Viela’s controlling stockholder at the time of the Merger. Therefore, it is not 

reasonable to infer that AstraZeneca owed fiduciary duties to Plaintiff or Viela’s 

stockholders, and AstraZeneca’s motion to dismiss for failure to state a claim under 

Court of Chancery Rule 12(b)(6) is granted. The claims against the Director 

Defendants for breach of fiduciary duty must also be dismissed because the Merger 

is subject to cleansing under Corwin, and the Complaint does not plead a claim for 

waste. Accordingly, the Complaint is dismissed with prejudice.