Harbor Finance Partners v. Huizenga 751 A.2d 879 (Del.Ch. 1999) The directors of a corporation called Republic solicited a proxy statement to shareholders in order to get approval to acquire a corporation called AutoNation. The shareholders approved. The directors just also just happened to own a substantial amount of stock in AutoNation and made a lot of money from the acquisition. Shareholders brought a derivative lawsuit against the directors for breach of fiduciary duty. The directors argued that since the acquisition had been approved by shareholders, it could not have been unfair. The shareholders argued that the proxy solicitation was materially misleading, and so the vote shouldn't immunize the directors. The Trial Court found for the directors and dismissed the claim. The Trial Court found that the vote on the acquisition was informed and uncoerced and the disinterested shares voted overwhelming for the acquisition. The Court noted that under the current law, the shareholders could still potentially prevail by showing that the acquisition was such a bad deal that it constituted corporate waste. Corporate waste can be defined as "an exchange of corporate assets for consideration so small as to lie beyond the range at which a reasonable person might be willing to trade. However, the Court looked at the facts and found that the acquisition was not such a bad deal that it rose to the level of corporate waste. The Court reasoned that the law should be reexamined to decide if there was even a need for the corporate waste "safety valve." In the Court's opinion, the fact that there was a fully informed, uncoerced vote of disinterested shareholders would seem to be strong evidence that there was a "fair exchange" so how could it possibly rise to the level of corporate waste?