One way a plaintiff can rebut the business judgment rule is by pleading a conflicted controller transaction. At the time of this decision, a stockholder would be deemed a controller when it either owns 50% or more of the voting power of the corporation or owns less than 50% of but exercises control over the business affairs of the corporation. In this case, dealing with a merger, the plaintiff argued that entire fairness review should apply because the largest stockholder controlled the company and negotiated unique benefits to itself in a sale of the corporation via an all-stock merger. In particular, the plaintiff argued that the stockholder was a controller because at the time of the merger it owned 25.7% of the company’s common stock and had options that could increase its voting power to 40.2%. However, the Court found this insufficient to find that the stockholder was a controller, because these percentages did not by themselves give rise to an inference that the stockholder controlled the company, and the plaintiff failed to allege sufficient facts to show that the stockholder exercised actual control over the company. Furthermore, the plaintiff failed to allege facts supporting that the stockholder was part of a control group. As a result, the Court held that the plaintiff failed to rebut the business judgment rule and granted the defendants’ motions to dismiss.