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The appellate court agreed with the shareholder that, even if it were a controlling shareholder, refusing to forgo contract rights and refusing to convert debt to stock as required, would not amount to a breach of fiduciary duty as a matter of law. The trial court properly granted summary judgment in the shareholder’s favor. The shareholder’s refusal to forgo contractual rights did not amount to a breach of duty under Delaware law. Summary judgment was properly granted in the directors’ favor because the trustee failed to articulate any action by the directors that impacted, much less harmed, the company. The lower court?s judgment was affirmed.