Strassburger v. Earley
In Strassburger v. Earley, 752 A.2d 557 (Del. Ch. 2000), a minority shareholder commenced a derivative action, claiming that the board of directors breached their fiduciary duty by using assets of the corporation to repurchase its shares for the directors' own benefit.
The Delaware court found that two of the directors (Stiska and Early) breached their duty of loyalty, not because they obtained a personal benefit, nor was there any evidence that they conspired with the culprit director (Walden) who was engaged in self-dealing and used corporate assets for his own benefit, but because they voted in favor of the stock repurchase due to their primary loyalty to their own employer (an entity that had decided to cash out its equity position in the corporation), and they were willing to subordinate the interest of the minority shareholders of the corporation to the interest of Walden. Id. at 581.