Law360, New York (January 5, 2015, 3:14 PM EST) -- In an opinion in Lee v. Pincus[1], issued on Nov. 14, 2014, the Delaware Court of Chancery (Chancellor Andre Bouchard) declined to dismiss breach of fiduciary duty claims against the directors of Zynga Inc. for waiving post-IPO lockup restrictions in a manner that permitted certain stockholders, including half the members of the board, to sell some of their stock in a secondary offering two months before the lockups agreed at the time of the IPO would have expired, while extending the lockup period applicable to other shares they owned. Other stockholders remained subject to the original lockup timing. The lockup waiver had the effect of allowing certain Zynga stockholders, including four Zynga directors, to sell a portion of their shares at a price that turned out to be twice the price of the Zynga stock at the expiration of the original lockup period. The court held, in the context of a motion to dismiss, that it was reasonably conceivable, as of the time the decision was made to restructure the lockups, that the opportunity to sell earlier provided the directors an unfair benefit....