Hsu

BACKGROUND

In 2000, Hsu and Ng founded Oversee.net, an online performance marketing network. In February 2008, they received a large investment from Oak Hill, and, as a result, Oversee.net became a wholly owned subsidiary of ODN, a Delaware corporation formed by Hsu and Ng to facilitate investment in Oversee.net. During the relevant period, ODN’s board of directors consisted of Hsu and Ng; as well as defendants Morse and Pade (Oak Hill principals); Kupietzky (CEO and president of ODN); and Jarus, Morgan, and Pourzanjani. (Hereinafter the director defendants.) In connection with Oak Hill’s initial investment, Hsu was paid $30 million for some of his stock. According to Hsu, Morse and Pade began pressuring him and Ng to renegotiate the parties’ various agreements to consolidate Oak Hill’s control over ODN, including threatening to run the company “into the ground” if Oak Hill did not get what it wanted. Thereafter, ODN, Hsu, Ng, and Oak Hill entered into an amended and restated stockholders’ agreement (the ASA) dated December 31, 2008. It provided in relevant part that if a significant shareholder desired to transfer shares, that shareholder must provide notice to ODN, which had a…