In Shenker v. Laureate Educ., Inc., 411 Md. 317, 983 A.2d 408 (2009), shareholders of Laureate Education, Inc. ("Laureate"), a publicly-held Maryland corporation, challenged a cash-out merger transaction between Laureate and several private equity investors. Shenker, 411 Md. at 326. The Court described the mechanics of the transaction in issue as follows: "Laureate announced on 3 June 2007 that it accepted an increased offer from Investor Respondents to acquire Laureate at a price of $62 per share by way of a tender offer and second-step (or "short-form") merger, a process whereby Investor Respondents would purchase, at a price per share equal to the offer price, a number of newly issued shares of Laureate's common stock sufficient to provide the Investor Respondents with ownership of one share more than 90% of the total shares outstanding and then, by virtue of their 90% ownership, convert all remaining shares of Laureate's common stock into the right to receive the same price paid per share in the tender offer." Id. at 331. The Court noted that Shenker contended that this "tactic was designed to foreclose a shareholder vote and to ensure that Investor Respondents' acquisition of Laureate closed for the lowest price and as quickly as possible." Shenker, 411 Md. at 331 n.8. Several shareholders objected to the deal and filed a direct lawsuit against Laureate's board of directors, arguing that the directors breached their fiduciary duties owed to the plaintiff shareholders, and the private investors aided and abetted the directors. Id. at 330-32. The circuit court granted Laureate's motion to dismiss on the ground that CA 2-405.1(g) prevented a direct action against the corporate directors for alleged violations of fiduciary duties, stating that the directors' duties are owed only to the corporation. Shenker, 411 Md. at 332. The Court affirmed, "holding that directors of Maryland corporations owe no common law fiduciary duties directly to their shareholders and that, in a cash-out merger transaction, any claims shareholders may have against directors for breach of fiduciary duties must be brought derivatively on behalf of the corporation." Id. at 333. The Court of Appeals reversed. Id. at 354. Although it agreed that CA 2-405.1(a) "governs the duty of care owed by directors when they undertake managerial decisions on behalf of the corporation," id at 338, it disagreed that 2-405.1(a) was the sole source of duties owed by corporate directors, id at 335. The Court held "that 2-405.1(a) does not provide the sole source of directorial duties, and that other, common law fiduciary duties of directors remain in place and may be triggered by the occurrence of appropriate events." Id. at 339. Thus, pursuant to Shenker, the events triggering the common law duties of maximization of value and candor, which are owed to a shareholder and permit a direct action, are when "the decision is made to sell the corporation," the "sale of the corporation is a foregone conclusion," or the sale involves "an inevitable or highly likely change-of-control situation." Id. at 338, 341. In Shenker v. Laureate Educ., Inc., the Court addressed whether shareholders of a corporation that was purchased in a cash-out merger had a direct cause of action against the directors for failure to maximize the amount they would receive for their shares in the transaction. The Court rejected the argument that, pursuant to CA 2-405.1, shareholder claims against directors for breaches of fiduciary duty may be pursued only by a derivative action. Id. at 335-36. The Court agreed with Shenker's argument that, although 2-405.1 addresses duties involving the management of the business of the corporation, such as the decision whether a corporation should be sold, which are enforceable only by the corporation, there are additional common law duties that are triggered once a decision to sell the corporation has been made that are personal to the shareholders and give a direct cause of action to the shareholders. Id. at 337. The Court of Appeals held that, where corporate directors exercise non-managerial duties outside the scope of 2-405.1(a), such as negotiating the price that shareholders will receive for their shares in a cash-out merger transaction, after the decision to sell the corporation already has been made, they remain liable directly to shareholders for any breach of those fiduciary duties. Id. at 328-29. The Court held that, "in a cash-out merger transaction where the decision to sell the corporation already has been made, shareholders may pursue direct claims against directors for breach of their fiduciary duties of candor and maximization of shareholder value." Id. at 342.