The Chancery Court denied summary judgment sought by a majority shareholder, based on claims of breach of loyalty for alleged actions in connection with a merger. Crescent/Mach I Partnership, L.P. v. Turner, download file, involved the claim that a majority shareholder breached his fiduciary duty in connection with a merger agreement in which it was alleged he made “side deals” for his personal benefit that were not shared by the other shareholders. The court analogized this case to similar claims in the matter of Parnes v. Bally Entertainment Corp., 722 A.2d 1243, 1245 (Del. 1999). The Parnes case also involved allegations that the acquired corporation’s chief executive officer a key representative in the negotiations process, had conditioned his consent to the merger upon the receipt of substantial special payments and that such conduct had a direct impact on the merger price to be received by the shareholders because the merger consideration was reduced in order to accommodate his demands or so it was alleged. In this context the court determined that the plaintiff has the burden of showing that the alleged conduct was “so egregious as to materially affect the price paid in the transaction.” (citing Dieterich v. Harrer, 857 A.2d 1017, 1027 (Del. Ch. 2004)). The court found that the claim failed for two reasons. First, Turner did not condition his assent to the merger on any special consideration and second, the “side deals which he did receive did not materially affect the merger price.” However, summary judgment was denied to the extent that there was a claim that Turner, the majority shareholder, supplied to his fellow directors and shareholders a pessimistic projection of 3% growth which was inconsistent with a proper growth projection of 4% that was consistent with the views of management. The claim was that Turner did not act loyally and in the best interest of the company and its shareholders by using these pessimistic projections that reduced the merger price. The court found a sufficiently material factual issue on that point to deny summary judgment on that issue.