Full Opinion

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE WISCONSIN LABORERS’ PENSION FUND and MARK B. NARDELLA, Plaintiffs, v. C.A. No. 2025-0267-NAC ANJALI JOSHI, TIMOTHY I. MAUDLIN, CHARLES R. CORY, JEFFREY L. HORING, DEAN A. STOECKER, CHRISTOPHER M. LAL, and INSIGHT VENTURE MANAGEMENT, LLC, Defendants. OPINION Date Submitted: April 17, 2026 Date Decided: September 16, 2026 Kimberly A. Evans, Lindsay K. Faccenda, Daniel M. Baker, BLOCK & LEVITON LLP, Wilmington, Delaware; Jason Leviton, Nathan Abelman, BLOCK & LEVITON LLP, Boston, Massachusetts; Counsel for Plaintiff Wisconsin Laborers’ Pension Fund. Christine M. Mackintosh, Vivek Upadhya, Casimir O. Szustak, GRANT & EISENHOFER, P.A., Wilmington, Delaware; Counsel for Plaintiff Mark B. Nardella. Shannon E. German, Jessica A. Hartwell, Nora M. Crawford, WILSON SONSINI GOODRICH & ROSATI, P.C., Wilmington, Delaware; Ignacio E. Salceda, WILSON SONSINI GOODRICH & ROSATI, P.C., Palo Alto, California; Counsel for Defendants Anjali Joshi, Timothy I. Maudlin, Charles R. Cory, Dean A. Stoecker, and Christopher M. Lal. William M. Lafferty, Ryan D. Stottmann, Adam C. Perri, MORRIS, NICHOLS, ARSHT & TUNNELL LLP, Wilmington, Delaware; Jeffrey Korn, Richard Li, WILLKIE FARR & GALLAGHER LLP, New York, New York; Counsel for Defendants Jeffrey L. Horing and Insight Venture Management, LLC. COOK, V.C. In December 2023, funds associated with Insight Venture Management, LLC and Clearlake Capital Group, L.P. acquired Alteryx, Inc. in a take-private merger for $48.25 per share in cash, representing a total value of approximately $4.4 billion. The plaintiffs brought this putative class action asserting claims for breach of fiduciary duty against members of the company’s board of directors, the company’s controlling stockholder and chairman, and the chief legal officer, as well as a claim for aiding and abetting against one of the acquirers. The defendants moved to dismiss under Court of Chancery Rule 12(b)(6). The defendants’ primary argument is that the merger was approved by the fully informed, uncoerced vote of the stockholders, mandating dismissal under Corwin v. KKR Financial Holdings LLC. 1 To resist the application of Corwin cleansing, Plaintiffs argue that the stockholder vote was not fully informed. As is explained more fully below, Plaintiffs fail to allege any disclosure deficiency that would render the stockholder vote uninformed. All the omissions Plaintiffs call out are immaterial. The stockholder vote is thus cleansing, and Plaintiffs’ claims must be dismissed. I. FACTUAL BACKGROUND The Court draws the facts from the well-pled allegations in the Verified Class Action Complaint (“Complaint”) and makes all reasonable inferences in Plaintiffs’ 1 125 A.3d 304 (Del. 2015). favor. 2 The Court also considers documents incorporated by reference in the Complaint, including the documents Plaintiffs obtained under 8 Del. C. § 220. 3 A. Alteryx Founded in 1997, Alteryx, Inc. (“Alteryx” or the “Company”) is a data science and analytics software company incorporated in Delaware and headquartered in Irvine, California. 4 By 2015, funds associated with Insight Venture Management, LLC (“Insight”) invested nearly $50 million in the Company. 5 In 2017, Alteryx went public. 6 Following the IPO, Alteryx had two classes of common stock: Class A and 2 Citations in the form of “Compl. ¶ ” refer to paragraphs of the Complaint. See Dkt. 1. Citations in the form of “Ex. ” refer to the exhibits to the Transmittal Affidavit of Nora M. Crawford in Support of Defendants’ Opening Brief in Support of Their Motion to Dismiss the Verified Class Action Complaint. See Dkts. 13–14. Citations in the form of “Defs. OB” refer to the Opening Brief of Defendants Anjali Joshi, Timothy I. Maudlin, Charles R. Cory, Dean A. Stoecker, and Christopher M. Lal in Support of Their Motion to Dismiss the Verified Class Action Complaint. Dkt. 13. Citations in the form of “Horing and Insight’s OB” refer to the Opening Brief in Support of Defendants Jeffrey L. Horing and Insight Venture Management, LLC’s Motion to Dismiss Counts I and IV of the Verified Class Action Complaint. Dkt 12. Citations in the form of “Pls. AB” refer to Plaintiffs’ Omnibus Answering Brief in Opposition to Defendants’ Motions to Dismiss Plaintiffs’ Verified Class Action Complaint. Dkt. 24. Citations in the form of “Hearing Transcript” refer to the transcript of the Oral Argument on Defendants’ Motions to Dismiss. Dkt. 39. 3 Plaintiffs served inspection demands in February 2024. Plaintiffs agreed that the Section 220 documents would be incorporated by reference into the Complaint. See Ex. 1, ¶ 10; Ex. 2, ¶ 10. See also 8 Del. C. § 220(b)(3) (“The corporation . . . may require, as a condition to producing books and records to a stockholder under any demand under this subsection, that the stockholder agree that any information included in the corporation’s books and records is deemed incorporated by reference in any complaint filed by or at the direction of the stockholder in relation to the subject matter referenced in the demand.”). 4 Compl. ¶¶ 1, 27. 5 Id. ¶ 1. 6 Id. ¶ 31. 2 Class B. Class A stock held one vote per share, while “legacy” Class B stock held ten votes per share. 7 Class B stock would automatically convert into Class A stock after ten years, or if the total shares of Class B stock outstanding represented less than ten percent of the total shares of Class A and Class B stock outstanding. 8 As of the IPO, Insight owned 26.5 percent of the voting power in the Company through its ownership of Class B stock. 9 Within three years, Insight sold the majority of its stock, resulting in Alteryx’s co-founder, Dean Stoecker, holding 51 percent of the Company’s voting power through his ownership of the remaining Class B stock. 10 Although the proportion of Class B stock outstanding hovered just above the ten percent threshold in early 2023, the “Company’s analysis reassured Stoecker that the critical 10% threshold ‘won’t be reached before March 2027.’” 11 “Stoecker and Alteryx management closely watched for the 10% conversion threshold, projected the proportion of Class B shares outstanding through 2027, and monitored which corporate actions might cause Alteryx to trigger this threshold earlier than anticipated.” 12 7 Id. ¶ 32.The Complaint describes the legacy Class B stock as the Class B stock held by “insiders and early investors, including Stoecker and Insight.” Id. 8 Id. ¶ 35. 9 Id. ¶ 34. 10 Id. ¶ 37. 11 Id. ¶ 40. 12 Id. 3 In 2023, Alteryx had a nine-member Board of Directors (“Board”) that included Stoecker as chairman, Charles R. Cory, Jeffrey Horing, Anjali Joshi, Timothy Maudlin, Dan Warmenhoven, Mark Anderson, CeCelia Morken, and Eileen Schloss. 13 Stoecker was the Company’s Chief Executive Officer until 2020, when he was succeeded by Mark Anderson. 14 Maudlin, Cory, and Morken served on the Audit Committee, with Mauldin as chair. 15 Christopher M. Lal was the Company’s Chief Legal Officer and Secretary. 16 B. Alteryx Considers a Potential Sale and Forms a Special Committee In 2021 and 2022, the Company shifted focus to its go-to-market strategy and to product innovation, including cloud offerings. 17 In the same period, the Company was in the midst of a challenging macroeconomic environment due to rising interest rates and high inflation. 18 Toward the end of 2022, the Company’s stock was trading at multi-year lows, around $40 per share. 19 By February 2023, the stock price jumped to the mid- to high-$60s as a result of Q4 2022 and full year 2022 results, achieving 13 Id. ¶ 42. 14 Id. ¶¶ 22, 42. 15 Ex. 4 at 6; Ex. 65. 16 Compl. ¶¶ 7, 9. 17 Id. ¶ 43. 18 Id. ¶ 46. 19 Id. ¶¶ 46, 58. 4 an “operating profit [of] $68 million for Q4 and $13 million for 2022.” 20 Nonetheless, the Board was considering a 12 percent workforce reduction. 21 Despite management’s optimism for the Company’s 2023 prospects, 22 the Board decided to explore a potential sale. In the first quarter of 2023, Anderson and Warmenhoven, the Board’s lead independent director, “decided that Anderson should reach out to representatives of ‘select financial sponsors’ to ‘gather additional perspectives on Alteryx.’” 23 On April 20, 2023, the Board met to review the Company’s financial performance and, in an executive session with Anderson and Lal, discussed “exploration of certain strategic transactions.” 24 After this executive session, Stoecker, Anderson, and Lal left the meeting, and the Board held an “independent executive session.” 25 Ten days later, the Board formed a three-member special committee (“Special Committee”), delegating to it the “full power and authority of the Board” to explore and recommend approval of a strategic transaction. 26 The resolutions provided that 20 Id. ¶¶ 56, 58. 21 Ex. 11 at -1686. 22 Compl. ¶¶ 47–54. 23 Id. ¶ 61 (quoting Ex. 3 (“Proxy”) at 39–40). Plaintiffs also allege that Stoecker “likely participated in certain of these early 2023 conversations concerning a potential sale.” Id. ¶ 60. 24 Id. ¶ 64. 25 Id. 26 Id. ¶ 72; Ex. 15. 5 the Company would not effectuate any transaction unless it was first approved or recommended by the Special Committee and, “if the Special Committee so determines, approved by an affirmative majority vote of disinterested stockholders of the Company.” 27 The Special Committee consisted of Maudlin, Cory, and Warmenhoven, who served as chair. 28 The Special Committee engaged Qatalyst Partners LP (“Qatalyst”) and Wilson Sonsini Goodrich & Rosati as its advisors. 29 C. The Sales Process Several parties expressed interest in a transaction, including Clearlake Capital Group, L.P. (“Clearlake”). 30 By late May, Qatalyst received an indication of interest from Clearlake in the “mid/high $60s to low 70s” per share, along with indications of interest from other parties ranging from “$55” to the “$60s” per share. 31 The Special Committee targeted a mid-July date for the next round of submissions from potential bidders, 32 and sought a “public market perspective on the Company’s prospective trading performance” from major investment banks. 33 On June 8, the 27 Compl. ¶ 72; Ex. 15. 28 Compl. ¶ 72. 29 Compl. ¶¶ 73, 78. The Special Committee finalized and executed its “engagement letter” with Qatalyst on June 7, 2023. Id. ¶ 86. 30 Id. ¶¶ 63, 77. 31 Id. ¶ 84. 32 Id. ¶ 88. 33 Ex. 20. 6 Special Committee reviewed preliminary valuation materials from Morgan Stanley and Goldman Sachs. 34 It also approved a long-term financial plan prepared by management for use in the sales process. 35 After disappointing preliminary Q2 2023 financial results, the Special Committee extended the bid deadline to August 10, 2023. 36 D. Joshi Becomes Senior Advisor to Insight and Bids Decline Amid Disappointing Quarterly Results On July 19, Qatalyst sent revised bid letters to the active parties in the sales process. 37 The same day, Alteryx director Joshi emailed Lal, the Company’s CLO, informing him that she was starting a new role as a Senior Advisor to Insight. 38 Joshi separately emailed Warmenhoven, the Special Committee’s chair, sharing the same news two days later. 39 On August 7, the Company reported its Q2 earnings, showing that its quarterly annualized recurring revenue (“ARR”) fell $13 million below Wall Street consensus estimates. 40 As a result, the Company lowered its FY 2023 revenue guidance, and its 34 Compl. ¶ 89, n.117. The valuation materials were based on “models provided by management.” Id. 35 Id. ¶ 99. 36 Id. ¶¶ 95, 101. 37 Id. ¶ 115. 38 Id. 39 Id. ¶ 116; Ex. 60. 40 Compl. ¶ 103; Proxy at 53. 7 stock price took a significant hit—declining from $37.62 to $30.87 per share. 41 Following the earnings release, participants in the sales process either dropped out or lowered their proposals. 42 One party (Sponsor A) submitted a revised proposal at $45.00 per share; a second party (Sponsor H) “signaled interest in the high $40s and low $50s;” and a third party (Sponsor G) “signaled interest in partnering with another firm for a price in the $50s.” 43 Clearlake indicated that it was unlikely to submit a proposal at a valuation of $50.00 per share. 44 On August 21, the Special Committee learned from Warmenhoven that Stoecker was not interested in a rollover of his equity in a sale. 45 On August 22, Lal emailed Maudlin to request approval of a “Related-Party Transaction” in Maudlin’s capacity as Audit Committee Chair. 46 In his email, Lal 41 Compl. ¶ 103. 42 Id. ¶ 108. 43 Id.; Proxy at 53–54. 44 Compl. ¶ 108. 45 Id. ¶ 114; Ex. 31. 46 Compl. ¶ 118; Ex. 63; see Ex. 65 at -3472 (defining “Related Party Transaction” as “any transaction or series of transactions involving the Company and a security holder known by the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities (the ‘Related Stockholder’), irrespective of the amounts involved[.]”) (bolding and italics omitted). 8 disclosed Horing’s position as a Managing Director at Insight and Johi’s position as a Senior Advisor to Insight. 47 Maudlin approved. 48 E. Insight Enters the Sales Process On August 23, Insight joined the ranks of bidders, expressing to Warmenhoven and Qatalyst its interest in acquiring Alteryx. 49 At a Special Committee meeting that day, the Special Committee discussed Horing’s role at Insight. 50 The Board then met later that day without Horing. 51 The meeting minutes note that Horing was absent due to Insight’s “possible interest in [] a transaction.” 52 On August 28, Alteryx entered into a “confidentiality agreement” with Insight. 53 The Company then granted Insight representatives access to due diligence information. 54 47 Compl. ¶ 118; Ex. 63. Horing was also a co-founder of Insight. Compl. ¶ 42. 48 Ex. 63. 49 Compl. ¶ 120. 50 Id. ¶ 124. 51 Id. ¶ 126. 52 Ex. 6.; Compl. ¶ 126. 53 Compl. ¶ 128. 54 Id. ¶ 128; Proxy at 56. 9 F. Clearlake Re-engages, and STG Enters the Sales Process After a Reuters Report Shortly after Insight entered the sales process, news of a possible sale leaked in a Reuters news report on September 6. 55 The Reuters report stated that Insight, “an early investor in Alteryx which has retained a 1.5% stake in the company and representation on its board of directors, has recused itself from the sale deliberations because of its interest as a potential acquirer.” 56 The report also stated that Stoecker was considering rolling over his 11.5 percent equity stake, through which he held majority voting control due to his Class B stock. 57 The public disclosure of the sales process established an unaffected stock price of $30.39 per share of Class A stock. 58 About two weeks after publication of the Reuters report, Clearlake re-engaged in discussions regarding a potential acquisition. And, on September 28, 2023, Symphony Technology Group (“STG”) contacted Qatalyst to express interest in acquiring Alteryx, stating its awareness of the sales process based on media reports. 59 55 Compl. ¶¶ 134–35 (citing Milana Vinn, Exclusive: Business Software Company Alteryx Explores Sale – Sources, Reuters (Sept. 6, 2023), https://www.reuters.com/technology/ business-software-company-alteryx-explores-sale-sources-2023-09-06/). 56 Vinn, supra note 55. 57 Id. 58 Compl. ¶¶ 12, 251. 59 Id. ¶ 140 (citing Proxy at 58–59). 10 G. The Special Committee Revises the Bid Deadline, and Maudlin and Lal Disclose Ties to Insight and Clearlake With Insight’s entry and Clearlake’s re-engagement, the Special Committee set a new bid deadline and learned of additional potential conflicts. At the October 2, 2023 meeting, the Special Committee discussed STG’s expression of interest and authorized STG’s access to due diligence information. 60 The Special Committee also set a new date of October 17 for parties to submit revised proposals. 61 At the meeting, Maudlin also disclosed that “he has in the past, and currently does, sit on various boards of directors with various principals of Insight Partners.” 62 Lal then disclosed that “he has a personal relationship with a senior principal of Clearlake Capital.” 63 The minutes note that the Special Committee “determined to further assess these relationships at a subsequent meeting.” 64 The next day, Qatalyst sent new bid process letters to Clearlake, Insight, STG, and four other parties, requesting non-binding, indicative acquisition proposals no later than October 17, 2023. 65 Clearlake and Insight responded by separately 60 Id. ¶¶ 141, 144. 61 Id. ¶ 144. 62 Id. ¶ 142. 63 Id. 64 Ex. 38. 65 Compl. ¶ 144. 11 requesting that they be permitted to work together. 66 The Special Committee authorized the request. 67 Morgan Stanley and Goldman Sachs served as the financial advisors to Insight and Clearlake. 68 H. The Special Committee Receives New Proposals, Maudlin Resigns, and Lal Discloses Clearlake Investment The Special Committee received only two proposals in response to the mid- October request for updated, non-binding acquisition proposals. STG submitted a “written, non-binding proposal to acquire Alteryx” for cash at a valuation range of $51 to $56 per share. 69 Later that day, STG verbally revised its proposal to $53 to $58 per share. 70 Two days after the October 17 deadline, Clearlake and Insight submitted a “written, non-binding proposal to acquire Alteryx for $41.50 in cash per share.” 71 That same day, Sponsor A—the other interested party that had received a bid instruction letter—withdrew from the sales process. Representatives of Sponsor A noted that they could not support an acquisition proposal above $40 per share, citing financial and operational concerns. 72 66 Id. ¶ 145. 67 Id. ¶ 146. 68 Id. ¶ 218. 69 Proxy at 60; Compl. ¶ 151. 70 Compl. ¶ 151. 71 Proxy at 60; Compl. ¶ 152. 72 Compl. ¶¶ 151–52; see also Proxy at 60; Ex. 39. 12 The Special Committee met shortly thereafter to discuss the new proposals as well as potential conflicts. The Special Committee provided STG more time for due diligence and to explore equity financing sources, but determined not to allow STG to work with potential debt financing sources given the increased risk of leaks. 73 The Special Committee also determined to inform Clearlake and Insight that their proposal was “inadequate given STG’s much higher proposal.” 74 The Special Committee also discussed Maudlin’s disclosure that “he has served on 13 boards of directors of companies in which Insight Partners had invested and/or on which a representative of Insight Partners also served on the board of directors.” 75 At the Special Committee meeting six days later, Maudlin resigned from the committee.76 After Maudlin left, Lal reminded the Special Committee about his previously disclosed personal relationship with a senior principal of Clearlake and disclosed that he held an “investment in one of Clearlake Capital’s funds.” 77 The now-two-member Special Committee, consisting of Cory and Warmenhoven, determined that Lal’s relationships with Clearlake “did not affect [his] independen[ce],” but determined 73 Compl. ¶ 156–57; Ex. 39 at -1786. 74 Compl. ¶ 154. 75 Id. ¶ 153. 76 Id. ¶ 163. 77 Id. ¶ 164. 13 that Lal should recuse himself from future executive sessions of the Special Committee. 78 On November 1, the Audit Committee, consisting of Maudlin, Morken, and Cory, reviewed Joshi’s and Horing’s roles at Insight as part of the committee’s review and approval process for “Related Party Transactions” that Maudlin had “pre- approved on August 21 and October 6.” 79 At the meeting, Lal responded to questions from the members, after which the Audit Committee “approved and ratified the transactions.” 80 I. The Sales Process Proceeds, and STG Lowers Its Bid On November 9, STG submitted a revised proposal of $50 per share, with a targeted signing date of December 4. 81 The Special Committee met the same day and decided to inform STG that it would need to improve its proposal. 82 To do so, the Special Committee allowed STG to seek additional equity financing and third-party debt financing sources, as well as negotiate terms of a merger agreement. 83 The Special Committee directed the parties to continue in due diligence and in their 78 Id. ¶ 166; Ex. 5 at -1789. 79 Ex. 65; see also Ex. 61. 80 Ex. 65; see also Ex. 61. The Board met the same day. Horing recused himself from the portion of the meeting discussing the sales process. Compl. ¶ 169. 81 Compl. ¶¶ 174–75. 82 Id. ¶ 177. 83 Id. 14 efforts to obtain financing. 84 On November 28, the Special Committee directed Qatalyst to negotiate for a higher proposal from STG, and to inform Insight and Clearlake that they were “meaningfully behind on timing and value of another potentially fully financed bid.” 85 On November 29, Insight and Clearlake increased their proposal to $43.50 per share—a $2 per share increase over their prior proposal of $41.50. 86 But, not long after, STG began expressing uncertainty about the Company’s ability to meet its ARR forecasts and wanted to defer discussions “on the value of its offer.” 87 On December 8, STG lowered its proposal to $47 per share. 88 The next day, the Special Committee directed Qatalyst to inform both parties to provide a “best and final” proposal. 89 The committee also directed Warmenhoven to determine whether Stoecker would support a sale at STG’s proposed $47 per share price. 90 Stoecker 84 Compl. ¶177; see also Ex. 43. That same day, Sponsor A sought to re-engage in the sales process after withdrawing from consideration of an acquisition at the October bid deadline. Compl. ¶ 181. It proposed acquiring the Company for cash in the “low $40s” per share but made “clear” that it would not go above “$45.00” per share. Id. The Special Committee decided not to re-engage in discussions with Sponsor A. Id. ¶ 184. 85 Compl. ¶¶ 179–80. 86 Id. ¶ 182. 87 Id. ¶ 185. 88 Ex. 48; see Compl. ¶ 188. 89 Compl. ¶ 189. 90 Id. ¶ 190. 15 indicated his support for a sale at $47 per share, and confirmed that he was not interested in rolling over his shares. 91 J. Clearlake and Insight Raise Their Bid, and STG Withdraws On December 12, Insight and Clearlake increased their $43.50 per share proposal to $47 per share. 92 Insight and Clearlake indicated that they could sign definitive agreements within one to two days. 93 The next day, the Special Committee directed Insight and Clearlake to submit an offer of at least $50 per share, while simultaneously requesting a “best and final” proposal from STG. 94 Reuters then published another report on December 14. The report provided that the Company was involved in “advanced talks” with Insight and Clearlake for an acquisition at a value of “more than $50 per share in cash.” 95 It identified “Symphony Technology Group (STG) . . . as vying for Alteryx and could still try to 91 Id. ¶ 192.According to the Special Committee meeting minutes, Stoecker indicated “that, as between STG and [Clearlake and Insight], he would support a sale of the Company to the party with the highest price.” Ex. 50. 92 Compl. ¶ 193. 93 Id. 94 Id. ¶ 194. Plaintiffs also quote the minutes for the December 13, 2023 Special Committee meeting as providing: “It was agreed that, out of an abundance of caution, Mr. Lal would speak with Mr. Stoecker to remind him of the importance of the Committee and Qatalyst leading any communications with STG and [Insight/Clearlake].” Id. ¶ 195 (quoting Ex. 50). 95 Id. ¶ 196 (citing Milana Vinn & Anirban Sen, Exclusive: Insight, Clearlake Close in on $5 Billion Deal for Software Firm Alteryx – Sources, Reuters (Dec. 14, 2023), https://www.reuters.com/markets/deals/insight-clearlake-close-5-bln-deal-business- software-firm-alteryx-sources-2023-12-14/). 16 clinch a deal.” 96 STG withdrew from the sales process the day that the Reuters article came out. 97 Insight and Clearlake raised their proposal to $48.25 per share. 98 K. The Proxy Statement and Merger On December 18, with Clearlake and Insight as the sole remaining bidder, the Special Committee recommended, and the Board approved, a merger of Alteryx with funds affiliated with Clearlake and Insight (“Merger”) at a price of $48.25 per share— a 59 percent premium to the unaffected stock price as of September 5, 2023. 99 Each share of Class A and Class B stock of the Company “issued and outstanding immediately prior to” closing would be “automatically converted into the right to receive cash in an amount equal to $48.25.” 100 The transaction involved Alteryx merging into “affiliates of investment funds managed by” Clearlake and Insight. 101 Maudlin and Horing recused themselves from the Board meeting and vote. 102 Stoecker, as Board chairman, voted for the Merger. 103 Stoecker did not roll over his 96 Vinn & Sen, supra note 95. 97 Compl. ¶ 197. 98 Id. ¶¶ 199–200. 99 Exs. 54–55, Compl. ¶¶ 212–14. 100 Ex. 54; see also Ex. 55. 101 Proxy at 3. 102 Compl. ¶ 213. 103 Id.; Ex. 55. 17 shares in the Merger, nor did he receive any consideration or benefit different from the Company’s stockholders generally. On February 9, 2024, the Company issued its definitive proxy statement recommending that stockholders approve the Merger (“Proxy”). Stoecker executed a voting agreement to vote in favor of the Merger. 104 His vote accounted for 49.7% of the voting power of all issued and outstanding shares of common stock. 105 Stockholders approved the Merger on March 13, 2024, with 97.7% of the votes in favor. 106 The Merger closed shortly afterward. L. This Litigation Plaintiffs Wisconsin Laborers’ Pension Fund and Mark B. Nardella initiated this action on March 10, 2025. Plaintiffs assert claims for breach of fiduciary duty against Joshi, Maudlin, Cory, and Horing (“Director Defendants”) (Count I); against Stoecker, solely in his capacity as the Company’s controlling stockholder (Count II); and against Lal as a Company officer (Count III). Plaintiffs also assert a claim for aiding and abetting against Insight (Count IV). 107 104 Compl. ¶ 217. 105 Id. 106 Id.; Ex. 56 (Alteryx, Inc., Form 8-K (March 13, 2024) (“[T]here were 72,271,128 shares of Alteryx’s capital stock issued, outstanding and entitled to vote [on the Merger], consisting of 64,386,678 shares of Alteryx’s Class A common stock and 7,884,450 shares of Alteryx’s Class B common stock. Each share of Class A common stock was entitled to one vote . . . , and each share of Class B common stock was entitled to ten votes . . . .”). The results for the vote were 119,505,927 votes in favor, 2,730,818 opposed, and 34,034 abstentions. Id. 107 Fifteen days after Plaintiffs filed their Complaint, the Governor of Delaware signed Substitute No. 1 to Senate Bill No. 21 (“SB 21”) into law, amending Sections 144 and 220 of 18 Defendants moved to dismiss under Court of Chancery Rule 12(b)(6). 108 The Court heard argument on April 17, 2026. 109 II. LEGAL ANALYSIS “The standards governing a motion to dismiss for failure to state a claim are well settled: (i) all well-pleaded factual allegations are accepted as true; (ii) even vague allegations are ‘well-pleaded’ if they give the opposing party notice of the claim; (iii) the Court must draw all reasonable inferences in favor of the non-moving party; and (i[v]) dismissal is inappropriate unless the ‘plaintiff would not be entitled to recover under any reasonably conceivable set of circumstances susceptible of proof.’” 110 “In deciding a motion to dismiss under Rule 12(b)(6),” the Court need not “accept as true conclusory allegations ‘without specific supporting factual allegations.’” 111 “Moreover, a trial court is required to accept only those ‘reasonable the Delaware General Corporation Law. See 85 Del. Laws Ch. 6. About a year later, the Delaware Supreme Court upheld SB 21’s constitutionality in Rutledge v. Clearway Energy Grp. LLC., 360 A.3d 1271 (Del. 2026). 108 Dkts. 12, 13–14. 109 Dkts. 38, 39. 110 Savor, Inc. v. FMR Corp., 812 A.2d 894, 896–97 (Del. 2002) (quotation omitted). 111 In re Gen. Motors (Hughes) S’holder Litig., 897 A.2d 162, 168 (Del. 2006) (quoting In re Santa Fe Pac. Corp. S’holder Litig., 669 A.2d 59, 65–66 (Del. 1995)). 19 inferences that logically flow from the face of the complaint’ and ‘is not required to accept every strained interpretation of the allegations proposed by the plaintiff.’” 112 A. Count I: Breach of Fiduciary Duty Against the Director Defendants Plaintiffs allege that the Director Defendants breached their fiduciary duties in connection with the Merger. “A court applying Delaware law evaluates fiduciaries’ conduct through a standard of review.” 113 “When a defendant moves to dismiss a claim for breach of fiduciary duty, the standard of review supplies a gating and often dispositive issue.” 114 “Delaware law has three standards of review: business judgment, enhanced scrutiny, and entire fairness.” 115 Plaintiffs argue that enhanced scrutiny applies because the Merger was a change-of-control transaction. 116 “For transactions involving a change of control, the presumptive standard of review is enhanced scrutiny under Revlon and its progeny.” 117 112 Id. (quoting Malpiede v. Townson, 780 A.2d 1075, 1082 (Del. 2001)). 113 Clair v. KnowBe4, Inc., 2026 WL 1481979, at *14 (Del. Ch. May 27, 2026) (citing Chen v. Howard-Anderson, 87 A.3d 648, 666 (Del. Ch. 2014) and In re Trados Inc. S’holder Litig., 73 A.3d 17, 35–36 (Del. Ch. 2013)). 114 Id. 115 Id. (citing Chen, 87 A.3d at 666). 116 Pls. AB at 45–46. 117 Drakes Landing Assocs., L.P. v. Tilden Park Cap. Mgmt., L.P., 2026 WL 2185439, at *5 (Del. Ch. July 29, 2026) (citing Firefighters’ Pension Sys. of City of Kansas City, Missouri Tr. v. Presidio, Inc., 251 A.3d 212, 249 (Del. Ch. 2021) and Paramount Commc’ns Inc. v. QVC Network Inc., 637 A.2d 34, 45 (Del. 1994)). 20 Under the Delaware Supreme Court’s well-known decision in Corwin v. KKR Financial Holdings LLC, “the effect of the uncoerced, informed stockholder vote is outcome-determinative, even if Revlon applie[s] to the [transaction].” 118 Such is the case here, as is explained below. 1. Corwin “Corwin cleansing is available only if the transaction is not subject to the entire fairness standard ab initio.” 119 “[E]ntire fairness review will apply ab initio” when a “controller stands on both sides of the deal” or when “the controller stands on only one side but competes with the common stockholders for consideration.” 120 “[W]hen a transaction not subject to the entire fairness standard is approved by a fully informed, uncoerced vote of the disinterested stockholders, the business judgment rule applies.” 121 “In the absence of a controlling stockholder that extracted personal benefits, the effect of disinterested stockholder approval of the [transaction] is review under the irrebuttable business judgment rule[.]” 122 In other words, “[w]hen a transaction has been approved by a majority of disinterested stockholders in a fully 118 125 A.3d at 308. 119 Harcum v. Lovoi, 2022 WL 29695, at *11 (Del. Ch. Jan. 3, 2022) (citing Larkin v. Shah, 2016 WL 4485447, at *13 (Del. Ch. Aug. 25, 2016)). 120 Larkin, 2016 WL 4485447, at *8 (internal quotation marks omitted). 121 Corwin, 125 A.3d at 309. 122 Larkin, 2016 WL 4485447, at *1. 21 informed and uncoerced vote, the business judgment rule applies and ‘insulates the transaction from all attacks other than on grounds of waste[.]’” 123 a. The Merger Was Not a Controller-Conflicted Transaction Defendants argued extensively in their opening brief that Corwin cleansing is available because Stoecker did not stand on both sides of the deal and did not receive a non-ratable benefit. 124 Plaintiffs did not respond to those arguments in resisting the application of Corwin. Instead, they argued that Corwin could not apply “because the Merger was not ‘approved by a fully informed, uncoerced majority of the disinterested stockholders.’” 125 Defendants thus assert that, as to the threshold question of Corwin’s availability, “Plaintiffs’ abandonment of this [controller-conflict] theory is dispositive because ‘[i]ssues not briefed are deemed waived.’” 126 Defendants present a significant argument for waiver on this point. But Defendants also recognize that Plaintiffs argue separately in their answering brief that Stoecker faced conflicts in the Merger and breached his fiduciary duties as a controlling stockholder. 127 This analysis proceeds by addressing those separate arguments in 123 Chester Cnty. Ret. Sys. v. Collins, 165 A.3d 286, 286 n.1 (Del. 2017) (emphasis added). 124 Defs. OB at 29–34. 125 Pls. AB at 29 (quoting Corwin, 125 A.3d at 306). 126 Reply Brief in Further Support of Defendants Anjali Joshi, Timothy I Maudlin, Charles R. Cory, Dean A. Stoecker, and Christopher M. Lal’s Motion to Dismiss the Verified Class Action Complaint (Dkt. 28) (“Defs. RB”) at 4 (quoting Emerald P’rs v. Berlin, 726 A.2d 1215, 1224 (Del. 1999)). 127 Id. at 4 n.5. 22 determining whether the Merger constituted a controller-conflicted transaction and, consequently, whether Corwin cleansing is available. Plaintiffs argue—across two paragraphs in their answering brief—that they state a claim against Stoecker as a controlling stockholder because “Stoecker initiated a sales process to secure a non-ratable benefit (i.e., to sell before the looming sunset of his Class B shares) and steered the process in favor of his longtime business partner, Insight.” 128 In other words, Plaintiffs argue that they plead a claim against Stoecker as a controller based on a quasi “fire sale” theory, and because Stoecker “used his power as Alteryx’s controlling stockholder to secure his preferred deal.” 129 Neither theory is supported by the Complaint’s allegations. Plaintiffs do not plead facts supporting a reasonable inference of a “fire sale” theory. Stoecker received the same consideration as the other stockholders. He did not receive any more cash for his Class B shares. Nor did he receive any different form of consideration—he did not roll over his equity or secure a post-closing role with the Company. In such scenarios, the Court views fire sale or liquidity theories “with marked skepticism, characterizing them as ‘unusual,’ ‘counterintuitive,’ and ‘aggressive.’” 130 A “fire sale” theory “ask[s] the Court to make an extraordinary 128 Pls. AB at 59–60. 129 Id. at 60. 130 Larkin, 2016 WL 4485447, at *16 (Del. Ch. Aug. 25, 2016) (citing Synthes, 50 A.3d at 1034–35). 23 inference: that rational economic actors have chosen to short-change themselves.” 131 As the Court explained in Synthes: It may be that there are very narrow circumstances in which a controlling stockholder’s immediate need for liquidity could constitute a disabling conflict of interest irrespective of pro rata treatment. Those circumstances would have to involve a crisis, fire sale where the controller, in order to satisfy an exigent need (such as a margin call or default in a larger investment) agreed to a sale of the corporation without any effort to make logical buyers aware of the chance to sell, give them a chance to do due diligence, and to raise the financing necessary to make a bid that would reflect the genuine fair market value of the corporation. 132 Plaintiffs have not pled any such facts here. Plaintiffs do not plead facts supporting a reasonable inference that Stoecker faced some exigent circumstance requiring “fast cash.” 133 Plaintiffs argue that Stoecker was motivated to secure a deal sooner by a near- term loss of control that would result from conversion of his Class B shares to Class A shares. This theory is contradicted by Plaintiffs’ own allegations and the documents incorporated into the Complaint by reference. As Plaintiffs recognize, “[t]he Company’s analysis reassured Stoecker that the critical 10% threshold ‘won’t be reached before March 2027,’ when the Class B shares were scheduled to automatically convert regardless of the 10% threshold.” 134 Given multiple years 131 Id. 132 Synthes, 50 A.3d at 1036. 133 Larkin v. Shah, 2016 WL 4485447, at *17 (Del. Ch. Aug. 25, 2016). 134 Compl. ¶ 40 (quoting Ex. 8). 24 would pass before the conversion, it is not a reasonable inference that Stoecker was incentivized to push through a deal because of a near-term loss of control. Even if there were some imminent threat to Stoecker’s controlling stake, Plaintiffs do not allege that Stoecker did anything to influence the process or push a deal through more quickly. Indeed, Plaintiffs allege that in discussing Sponsor A’s offer of $45.00, Stoecker “made clear his expectation that the Special Committee should seek to improve the value of [Sponsor A’s $45.00 per share offer.]” 135 Th