board, officers or agents.”). 8 . See S. 363, 138th Gen. Assembly 7, 70 Del. Laws ch. 349, § 8 (1996) ("These amendments are not intended to alter the fiduciary duties of a board of directors in authorizing a merger agreement with terms that turn on determinations or actions made by any person or body, or in making any determinations or taking any action constituting a fact under these sections.”), quoted in 2 Welch, supra, § 251.10, at GCL-IX-126; 1996 Amendments, supra, at 315 (“[T]he amendments are not intended in any way to alter the fiduciary duties of directors approving a merger agreement or making determinations, or taking any other action that constitutes a fact within the merger agreement.”). 9 . See Orloff v. Shulman, 2005 WL 3272355, at *9 (Del.Ch. Nov. 23, 2005) (<HOLDING>); see also Wilm. Hous. Auth. v. Nos. 500, 502 &
holding res judicata also applies to those in privity with parties holding additional parties in second suit do not prevent the application of res judicata based on the first suit holding that res judicata applies when the parties are identical or in privity the first suit proceeded to a final judgment on the merits and the second claim is based on the same set of transactional facts as the first holding that defendant in second suit was in privity for res judicata purposes because his interests were aligned with those of defendant in first suit which concerned same facts holding that under florida law for the purposes of collateral estoppel an attorney is in privity with his or her client in a previous suit when the opposing party in that action brings a subsequent suit against the attorney based in the same facts