Santa Fe Pacific Corporation Shareholder

VEASEY, Chief Justice: In this appeal we decide when, in certain circumstances, a complaint in a corporate matter may properly be dismissed for failure to state a claim upon which relief can be granted. Plaintiffs, a class of stockholders of Santa Fe Pacific Corporation (""Santa Fe""), appeal the dismissal of their complaint for failure to state a claim under Rule 12(b)(6) of the Rules of the Court of Chancery (""Chancery Rule 12(b)(6)""). Plaintiffs filed suit against. Santa Fe, its directors and Burlington Northern, Inc. (""Burlington""), challenging a merger of Santa Fe and Burlington in the face of the efforts of Union Pacific Corporation (""Union Pacific"") to acquire or merge with Santa Fe through a hostile bid.