Court of Chancery Dismisses Claims Against Special Committee but Allows Breach of Fiduciary Duty Claims to Proceed Against Non-Independent Directors

Fishel v. Liberty Media Corp., C.A. No. 2024-1057-KSJM (Del. Ch. Apr. 13, 2026)

By: Tyler O'Connell and Sarah Ennis

This decision involved motions to dismiss fiduciary duty claims arising from Liberty Media’s 2024 spin off of SiriusXM, which was a controlling stockholder transaction approved by a special committee. The Court of Chancery declined to dismiss claims against the non-independent directors who voted in favor of the transaction, but it dismissed claims against independent directors who served as special committee members. The Court reasoned that the plaintiffs failed to allege process failures sufficient to support a reasonable inference that the special committee members had a “controlled mindset” amounting to bad faith.  On the other hand, the Court reasoned all that was needed to sustain a claim for breach of fiduciary duty against the non-independent directors was “a showing that the conflicted directors voted in favor of the interested transaction.”  The Court accordingly declined to dismiss claims against the non-independent directors who voted in favor of the transaction.