OPINION
STRINE, Chancellor.
I. Introduction
On this motion to dismiss, plaintiff stockholders argue that they have stated a claim for breach of fiduciary duty because a controlling stockholder refused to consider an acquisition offer that would have cashed out all the minority stockholders of the defendant Synthes, Inc., but required the controlling stockholder to remain as an investor in Synthes. Instead, the controlling stockholder worked with the other directors of Synthes and, after affording a consortium of private equity buyers a chance to make an all-cash, all-shares offer, ultimately accepted a bid made by Johnson & Johnson for 65% stock and 35% cash, and consummated a merger on those terms (the “Merger”). The controlling stockholder received the same treatment in the Merger as the other stockholders. In other words, although the controller was allowed by our law to seek a premium for his own controlling position, he did not and instead allowed the minority to share ratably in the control premium paid by J & J. The Synthes board of directors did not accept J & J’s initial bid, but instead engaged in extended negotiations that resulted in J & J raising its bid substantially. The private equity group’s bid for only a part of the company’s equity never reached a price level as high as J & J’s bid and the private equity group never made an offer to buy all of Synthes’ equity.
In this decision, I dismiss the complaint. Contrary to the plaintiffs, I see no basis to conclude that the controlling stockholder had any conflict with the minority that justifies the imposition of the entire fairness standard. The controlling stockholder had more incentive than anyone to maximize the sale price of the company, and Delaware does not require a controlling stockholder to penalize itself and accept less than the minority, in order to afford the minority better terms. Rather, pro rata treatment remains a form of safe harbor under our law.
Furthermore, this case is not governed by Revlon, under the settled authority of our Supreme Court in In re Santa Fe Pacific Corp. Shareholder Litigation.1 And even if it were, the complaint fails to plead facts supporting an inference that Synthes’ board failed to take reasonable steps to maximize the sale price of the company. The complaint in fact illustrates that the board actively solicited logical strategic and private equity buyers over an unhurried time period, and afforded these parties access to due diligence to formulate offers, cites no discrimination among interested buyers, and reveals that the board did not accept J & J’s offer even after it seemed clear no other bidder would top that offer, but instead bargained for more.
In sum, the facts pled do not support an inference that there was any breach of fiduciary duty on the part of the controlling stockholder or members of the board of directors. This is the second amended complaint brought by the plaintiffs, who have already been afforded some written discovery. In these circumstances, allowing the plaintiffs a fourth swing of the bat would not serve the interests of justice, and thus I grant the defendants’ motion to dismiss with prejudice.2
*1025II. Factual Background3
A. Synthes, Its Board, And Its Controlling Stockholder
Before the Merger, Synthes was a global medical device company incorporated in Delaware with its headquarters in Switzerland, and whose common stock traded on the SIX Swiss Exchange. The company’s certificate of incorporation included a § 102(b)(7) provision eliminating personal director liability for breaches of the duty of care.
Synthes’ board (the “Board”) was composed of ten directors, each of whom is a defendant in this action. The most notable of the directors for purposes of this motion is Swiss billionaire Hansjoerg Wyss, the 76-year-old Chairman of the Board and Synthes’ alleged controlling stockholder. Mr. Wyss founded Synthes in the 1970s and served as its CEO for thirty years until his retirement in 2007. The plaintiffs 4 allege that Wyss controlled a majority of the board by dominating five other members through a mix of alleged close familial and business ties.5 The plaintiffs effectively concede the independence of the remaining four directors. In terms of voting control, Wyss owned 38.5% of the company’s stock, making him the company’s largest stockholder.6 The plaintiffs further allege, however, that Wyss controlled approximately 52% of Synthes’ shares through his control of 13.25% of the company’s shares owned by family members and trusts.7
According to the plaintiffs, Wyss was well past retirement age and getting ready at some point to step down as Chairman of the Board from the company he spent many years of his life building. As part of that plan, he wanted to divest his stock-holdings in Synthes and free up that wealth in order to achieve certain estate planning and tax goals.8 Doing so piecemeal would be problematic, however, because unloading that much stock on the public market in blocs would cause the share price to drop, thus reducing his sale profits.9 So, the plaintiffs contend, in order to achieve his liquidity goals in view of Synthes’ allegedly thin public float, Wyss needed to sell his personal holdings to a single buyer. Wyss was by far the largest stockholder of Synthes (with the next largest non-affiliated stockholder holding only a 6% stake10), and thus was the only stockholder who could not liquidate his entire *1026Synthes stake on the public markets without affecting the share price.11 The plaintiffs contend that this “unique” liquidity dilemma infected the entire sale process ultimately consummated by the Merger.12
B. The Board Embarks On The Merger Process
[I] The idea to find a potential buyer for Synthes arose in April 2010 as part of the Board’s ongoing review of the company’s strategic initiatives. The complaint alleges that Wyss “supported” the decision to explore a sale transaction, although the complaint does not allege whose idea it was in the first instance.13 In that regard, it is notable that the complaint itself says that it is “summarizing]” the Amended Proxy Statement (the “Proxy Statement”), and refers to the Proxy Statement as “attesting] to [Wyss’] dominance of the sales process,”14 when the Proxy Statement clearly states that the impetus of the transaction came from the Board, not Wyss.15 This pleading approach bears emphasis. The plaintiffs got some written discovery and this is their second amended complaint. But, the complaint relies heavily on the Proxy Statement for its allegations, as it specifically admits,16 and clearly incorporates that document. Having premised their recitation of the facts squarely on that document and incorporated it, the plaintiffs cannot fairly, even at the pleading stage, try to have the court draw inferences in their favor that contradict that document, unless they plead non-conclusory facts contradicting it.17 Playing games with virtual ellipses is not a way to plead non-conclusory facts.
With that mind, let us return to the story. Following Wyss’ approval of the Board’s desire to explore strategic alternatives, the Board appointed independent director Amin Khoury as lead director, and it hired Credit Suisse Securities (USA) LLC as its financial advisor.
Belying any crisis need to sell, the complaint indicates that the Board and its financial advisor were deliberate in the marketing of the company. The actual marketing of Synthes did not begin until September 2010, when the Board contacted nine logical strategic buyers with the financial capacity to acquire a company of Synthes’ large size, which at the time exceeded $15 billion.18 Four of these poten*1027tial buyers expressed preliminary interest, although one soon declined to proceed with negotiations. Synthes entered into confidentiality agreements with the three remaining strategics (one of which was J & J) and shared financial due diligence information with them.
J & J is a global manufacturer of healthcare products and provider of related services, and is one of the last few remaining AAA-rated companies in the U.S. With a market capitalization exceeding $167 billion,19 its common stock is widely held and traded on the NYSE. After reviewing the preliminary due diligence materials, J & J expressed interest in pursuing a deal, and representatives from it and Synthes met on several occasions over the next several months to discuss a potential transaction between the two companies. J & J would be the only strategic buyer to emerge as a bidder.
Although it was engaged in talks with J & J, the Board was also open to pursuing a deal with a financial buyer. So, in mid-November 2010, it authorized Credit Suisse to open a second negotiating front and reach out to six private equity firms that were considered to have the resources necessary to buy Synthes. Four of these firms signed confidentiality agreements and received Synthes’ financial due diligence materials.20 On December 13, 2010, three of the firms submitted separate nonbinding proposals to acquire the company at ranges of up to CHF (Swiss Franc) 150 per share in cash. But, the firms indicated that they could not finance an acquisition of Synthes independently and would need to form a consortium in order to proceed with a transaction. After an additional round of meetings in January 2011 at which Wyss was present, Synthes authorized the three firms to club for bidding purposes.21 In other words, the complaint indicates that the Board, with Wyss’ support, gave the three private equity firms a chance to collaborate so as to facilitate their ability to make an attractive all-cash offer as a consortium, that they did not have the capacity to do in isolation.
In the meantime, on December 23, 2010, J & J submitted its first non-binding offer to acquire Synthes at an indicative price range of CHF 145-150 per share, with more than 60% of the consideration to be paid in the form of J & J stock. Wyss allegedly informed J & J that Synthes would review the offer and respond in the coming weeks.22
Negotiations also moved forward with the private equity buyers. On February 9, 2011, the newly formed consortium (the “PE Club”) submitted a revised bid, reflecting an increased all-cash purchase price of CHF 151 per share (the “Partial Company Bid”). Even as a consortium, however, the PE Club did not have deep enough pockets to make a bid for the whole company. Rather, the proposal “required” Wyss to “convert a substantial portion of his equity investment in Synthes into an equity investment in the post-merger company.”23 In other words, the *1028Partial Company Bid was contingent on Wyss’ financing part of the transaction with his own equity stake in order to lower the acquisition cost of an already expensive purchase, and Wyss remaining as a major investor in Synthes. Although the plaintiffs contend that “there is no indication that the firms labeled this proposal a final offer,”24 they conveniently omit from their pleading that the Proxy Statement indicates that the PE Club told Synthes that “[it] could not increase [its] proposal above CHF 151 per share.”25 This gamesmanship is unfortunate, given that the plaintiffs have incorporated the Proxy Statement in the complaint and admit that their factual allegations are a “summary” of the Proxy Statement.26
Following the receipt of these bids, the Board met with its advisors on February 10 and 11, 2011 to compare the competing proposals in view of its strategic alternatives, such as foregoing a transaction in favor of growing by acquisition, or maintaining the status quo.27 The Board recognized that the Partial Company Bid represented greater value certainty because it was all cash.28 In another one-sided characterization of the document they expressly incorporate, however, the plaintiffs omit from their “summary” of the Proxy Statement that the Board also recognized that the Partial Company Bid was riskier because the ability of the PE Club to close the deal would depend on the health of the financing markets.29 At that meeting, the Board also discussed the Partial Company Bid’s requirement that Wyss roll a “substantial portion of his equity” in order to finance a cash buy-out of Synthes.30 The plaintiffs allege that Wyss was opposed to this aspect of the deal because he wanted to cash out alongside the rest of Synthes’ shareholders rather than trade one illiquid bloc of stock (his Synthes shares) for another (shares in the private post-merger entity). In that latter scenario, Wyss, of course, would also have a substantial bloc tied up in a company where he no longer had the same voting clout, and thus would have an illiquid, private company-bloc with no control or exit power. Consistent with his motivation to avoid what could be seen as a down trade in status, Wyss allegedly caused the Board to cease consideration of the Partial Company Bid at that time.31 The Board then authorized Khoury, as the lead director, to continue discussions with *1029J & J exclusively. On February 14, 2011, Khoury spoke with J & J regarding its proposal of CHF 145-150 per share, and proceeded to bid it up. Specifically, Khoury used the Partial Company Bid as leverage to get J & J to sweeten its bid. He informed J & J that Synthes had received all-cash proposals in amounts higher than CHF 150 per share, and so J & J’s offer was unacceptable, and that it would only accept a proposal at CHF 160 per share.32
Two days later, J & J came back and raised its offer to CHF 155 per share in stock and cash, and displayed a willingness to bid more than that pending the outcome of its due diligence review. Over the next several months, the parties and their ad-visors met numerous times in connection with their due diligence reviews, which Synthes undertook in light of the stock component of the proposed deal.
Also during this time, the parties negotiated the “Merger Agreement,” the terms of which were finalized on April 24, 2011. Notably, J & J agreed to increase its offer to CHF 159 per share, with a consideration mix of 65% stock (subject to a collar) and 35% cash.33 All stockholders, including Wyss, would receive the same per share Merger consideration. There are no allegations that Wyss tried to negotiate a higher price for his own shares. Also, under Swiss tax law, Swiss-resident stockholders (including Wyss) would receive a tax-free capital gain on the stock portion of the Merger consideration,34 because it appears that under Swiss tax law individual taxpayers are not taxed on capital gains resulting from the sale of stock.35 This extra-favorable tax treatment does not apply to U.S. taxpayers. Rather, under U.S. tax law, the Merger was a taxable transaction and so Synthes stockholders residing in the United States would be forced to recognize for tax purposes the capital gain *1030associated with all of the Merger consideration, including the stock component.36
J & J required certain deal protections as part of the Merger. First, J & J required that Wyss, along with his daughter (who was also a director) and two Wyss family trusts, enter into a voting agreement binding them to collectively vote approximately 37% of Synthes’ outstanding stock in favor of the Merger (the “Voting Agreement”), which was less than the 48.83% that they held collectively.37 Second, the Board agreed to a no-solicitation provision but retained a fiduciary out to consider a superior proposal. Third, the Board agreed to hold a stockholder vote on the Merger regardless of whether the Board exercised its fiduciary out and changed its recommendation in favor of a superior proposal.38 In that event, however, the percentage of shares subject to the Voting Agreement would be reduced from approximately 37% to 33%. Fourth, the Board agreed to certain matching rights, allowing J & J five business days to match a superior proposal and two days to match an amendment to a superior proposal. Fifth, the Board agreed to a termination fee of $650 million, which represented approximately 3.05% of the equity value of the Merger at the time of signing, and an even lower percentage of enterprise value (approximately 2.9%),39 which is typically the more relevant measure for assessing the preclusive effect of a termination fee on a materially better topping bid.40
By this time, it had been almost three months since the PE Club had submitted its Partial Company Bid for Synthes at CHF 151. There is no allegation that the PE Club came forward with a higher expression of interest for even the part they were purporting to buy, much less a whole company bid.
On April 25, the boards of both companies separately met to review the Merger. At the Synthes board meeting, Credit Suisse opined that the Merger was fair from a financial perspective to the holders of Synthes common stock, and the Board approved the Merger Agreement and recommended that stockholders vote in favor of it.
The next day, Synthes and J & J entered into the Merger Agreement and Voting Agreement, which was publicly announced. As of the date of the Merger Agreement, the Merger implied an equity value of $21.3 billion,41 representing a 26% premium to Synthes’ average trading price during the month preceding the announcement.42 On December 15, 2011, the Synthes stockholders voted to approve the Merger at a special stockholder meeting that took place in Switzerland. Between the time that the Merger Agreement was announced on April 26, 2011, and the vote *1031nearly eight months later, neither the PE Club nor any other bidders made a topping overture.
After a lengthy period of regulatory review, the parties obtained the necessary antitrust approvals by June 11, 2012. And so, on June 14, 2012, the Merger closed— more than one year after the Merger Agreement was signed, and more than two years after the Board first began exploring a potential sale transaction.
III. The Parties’ Contentions On This Motion
The plaintiffs challenge the fairness of the Merger to the Synthes stockholders unaffiliated with Wyss on three alternative, but related, grounds. Primarily, they allege that the Merger with J & J was a conflicted transaction that should be subject to review under the entire fairness standard of review. They allege that Wyss was Synthes’ controlling stockholder and breached his fiduciary duties by supposedly unfairly preventing the Synthes Board from pursuing the Partial Company Bid, which at the time presented the highest-value and greatest-certainty proposal for Synthes’ minority stockholders.43 Specifically, the plaintiffs contend that Wyss had financial motives adverse to the best interests of the Synthes stockholders because he was supposedly anxious to sell his portion in Synthes rapidly, and thus to sell the company as a whole to facilitate his own exit. Relatedly, Wyss was conflicted because he was only willing to accept a deal that delivered for him the liquidity he wanted for his shares in accordance with his retirement objectives. The Merger met those objectives because it offered him two forms of liquid currency (J & J stock and cash).44 But, when a potential deal surfaced that did not meet these criteria, he refused to consider it, even though it might have been a better one for the rest of Synthes’ stockholders. Because of that failing, he allegedly disregarded their best interests, and instead secured a deal that advanced his personal agenda. And, because the Board allegedly deferred to Wyss’ demand to abandon the bidding war in favor of J & J — Wyss’ preferred buyer — the individual directors are supposedly hable for breach of the fiduciary duty of loyalty because they too subordinated the best interests of Synthes’ stockholders by acceding to Wyss’ needs and refusing to proceed with further consideration of the Partial Company Bid.45
In addition to their core argument that Wyss had conflicting interests that justify invocation of the entire fairness standard, the plaintiffs also contend that the Merger was at the very least subject to enhanced scrutiny under Revlon46 because they argue that the Merger was an “end stage”47 transaction that represented the last opportunity for Synthes stockholders to receive a control premium for their shares.48 The plaintiffs claim to have pled facts that support a claim that the directors on the Board breached their non-exeulpated fiduciary duties by failing to fulfill their duty under Revlon to take reasonable steps to obtain the highest value reasonably attainable for Synthes. Finally, the plaintiffs also contend that Wyss and his fellow directors breached their fiduciary duties under Unocal49 by agreeing to unreasonable *1032deal protections that precluded more attractive bids.50
The defendants move to dismiss. They argue that there is no basis to invoke the entire fairness standard of review because Wyss, even if he was a controlling stockholder, did not have a disabling conflict of interest that renders the business judgment rule inapplicable. Rather, the defendants stress that Wyss received the same consideration in the deal as all the other Synthes stockholders. Moreover, they note that Wyss was ideally suited to bargain hard for the rest of Synthes’ stockholders, because even if he wanted liquidity — which the defendants say he was entitled to want as a selling stockholder — he had a huge incentive to seek liquidity at the best price for all stockholders and thus had no incentive to accept an unattractive bid. The defendants also argue that Revlon review does not apply because the Merger is not a change of control transaction under In re Santa Fe Pacific Corp. Shareholder Litigation,51 given that 65% of the Merger consideration was paid in J & J stock, and J & J is held broadly by the market. Indeed, they argue that this is an ill-fitting case for Revlon review because the Synthes stockholders went from holding stock in an allegedly controlled company to one where control is held broadly in the market. Finally, they stress that the plaintiffs’ Revlon and Unocal arguments are devoid of even pleading-stage vitality because the Merger resulted from a lengthy sale process involving solicitation of all logical buyers, patient negotiations to raise the ultimate winner’s bid, and the use of deal protections that were of a standard nature and that were afforded only after an open, front-end process that gave many buyers a chance to purchase Synthes without confronting any deal protection barriers.
IV. Legal Analysis
A. The Procedural Standards Applicable To A Motion To Dismiss Under Rule 12(b)(6)
In considering a motion to dismiss under Court of Chancery Rule 12(b)(6), I must accept all well-pled allegations of specific facts as true and draw all reasonable inferences in favor of the plaintiff.52 I may only grant the motion if the “plaintiff would not be entitled to recover under any reasonably conceivable set of circumstances.”53 But, importantly, I am only required to accept those reasonable inferences that flow “logically” from the non-conclusory facts pled in the complaint, and I am not required to accept “every strained interpretation of the allegations proposed by the plaintiff.”54 Because the directors on the Board are protected by the § 102(b)(7) provision exculpating them for personal liability stemming from a breach of the duty of care, the complaint must be dismissed against the directors unless the plaintiffs have successfully pled non-exculpated claims for breach of the duty of loyalty against them.55
*1033B. The Business Judgment Rule Applies To A Merger Resulting From An Open And Deliberative Sale Process When A Controlling Stockholder Shares The Control Premium Ratably With The Minority
A core tenet of Delaware corporate law is that the directors of a corporation are presumed to have acted “independently, with due care, in good faith and in the honest belief that [their] actions were in the stockholders’ best interests.”56 The burden is on the plaintiff challenging the corporate decision to allege facts that rebut the presumption that a board’s decision is entitled to the protection of the business judgment rule.57 One traditional way of doing so, of course, is for a plaintiff to allege that the merger transaction she challenges was an interested one in which the corporation was on the other side from its majority stockholder.58 When a merger transaction is with a third party, however, plaintiffs have sought to invoke the entire fairness standard by arguing that the controlling stockholder received materially different terms from the third party in the merger than the minority stockholders and that the third-party merger should therefore be subject to fairness review irrespective of the fact that the controlling stockholder was not on both sides of the table.59 The argument in that context is that the controller used its power over the company to cause the company to enter into a transaction that was not equal to all the stockholders, and unfair to the minority because the controller unfairly diverted proceeds that should have been shared ratably with all stockholders to itself.60
In this case, a chutzpah version of that theory is advanced. That theory involves the notion that if a controlling stockholder like Wyss has a liquidity issue not shared by small stockholders and does not wish to continue to be a stockholder in the selling corporation, and expresses its desire for a transaction that affords it the same liquidi*1034ty and ability to sell out as all the other stockholders get, the controlling stockholder nonetheless has a disabling conflict if it refuses to assent to an alternative proposal on terms that afford all of these benefits to the minority, but not to itself, even if the ultimate transaction that is agreed to shares the control premium rat-ably between the controller and the other stockholders. By the same theory, the independent directors who assented to the transaction that treated all stockholders equally and that gave the minority its full pro rata share of the control premium have supposedly violated the duty of loyalty by subordinating the best interests of the minority to the outrageous demand of the controller for equal treatment. Their support of the pro rata Merger supposedly evidenced their “domination and control” by the controller.61 In the coming pages, I address this aggressive argument and explain why I do not believe it is consistent with our settled law.
For purposes of that analysis, I accept the plaintiffs’ contention that Wyss was Synthes’ controlling stockholder, and that he was actively involved in helping the Board negotiate the terms of the Merger.62 I thus focus my analysis on whether Wyss had any conflicting interest in the Merger that would justify depriving the Board of the protections of the business judgment rule and instead subjecting its decision to approve the Merger to entire fairness review. Under venerable and sound authority, the plaintiffs must plead that Wyss had a conflicting interest in the Merger in the sense that he derived a personal financial benefit “to the exclusion of, and detriment to, the minority stockholders.”63 The plaintiffs unconvincingly try to gin up a conflict of interest by asserting that Wyss received liquidity benefits that were not shared equally with the rest of the stockholders and colored his decision to support the Merger and to supposedly improperly reject further consideration of the Partial Company Bid. I address these arguments in turn.
C. Does A Controller’s Desire For the Same Liquidity As Other Stockholders Amount To A Conflicting Interest?
The major argument that the plaintiffs make is that Wyss was a really rich dude who wanted to turn the substantial wealth he had tied up in Synthes into liquid form — and fast. Because he had such an enormous investment in Synthes, Wyss could not easily wind out of his position without a sizable transaction: either a sale of his own bloc as a whole (which can be problematic to buyers for all kinds of reasons), or, more easily, through a sale of all of Synthes’ equity in a merger. The complaint hints that as Wyss aged, he was anxious to get out of Synthes and that *1035this anxiety drove the strategic process of the company in a way that was unfair to the minority, because Wyss somehow denied them access to fair value.
As shall be seen, the plaintiffs advance a series of these “liquidity-based” theories regarding Wyss’ supposed conflicts, from which they have retreated in part. But, their brief advances versions of all three and I address them all. The first is based on the premise that Wyss was an impatient capitalist looking to sell out fast and thus willing to take a less than fair market value for Synthes, if that got in the way of a hasty exit.
If ever there be a case to indulge the unusual and counterintuitive notion that a controlling stockholder has a conflict because the controller supported a board’s desire to consider strategic options and its ultimate negotiation of a merger that provides equal consideration to all stockholders, this is not that case. Generally speaking, a fiduciary’s financial interest in a transaction as a stockholder (such as receiving liquidity value for her shares) does not establish a disabling conflict of interest when the transaction treats all stockholders equally, as does the Merger.64 This notion stems from the basic understanding that when a stockholder who is also a fiduciary receives the same consideration for her shares as the rest of the shareholders, their interests are aligned.65 It also stems from the desire of the common law of corporations to make common sense. Controlling stockholders typically are well-suited to help the board extract a good deal on behalf of the other stockholders because they usually have the largest financial stake in the transaction and thus have a natural incentive to obtain the best price for their shares.66 As a general matter, therefore, if one wishes to protect minority stockholders, there is a good deal of utility to making sure that when controlling stockholders afford the minority pro rata treatment, they know that they have docked within the safe harbor created by the business judgment rule. If, however, controlling stockholders are subject to entire fairness review when they share the premium ratably with everyone else, they *1036might as well seek to obtain a differential premium for themselves or just to sell their control bloc, and leave the minority stuck-in. How this incentive scheme would benefit minority stockholders more than a system creating an incentive for pro rata treatment is something the plaintiffs have not explained, and my limited mind cannot conjure why it would.
It may be that there are very narrow circumstances in which a controlling stockholder’s immediate need for liquidity could constitute a disabling conflict of interest irrespective of pro rata treatment. Those circumstances would have to involve a crisis, fire sale where the controller, in order to satisfy an exigent need (such as a margin call or default in a larger investment) agreed to a sale of the corporation without any effort to make logical buyers aware of the chance to sell, give them a chance to do due diligence, and to raise the financing necessary to make a bid that would reflect the genuine fair market value of the corporation. In those circumstances, I suppose it could be said that the controller forced a sale of the entity at below fair market value in order to meet its own idiosyncratic need for immediate cash, and therefore deprived the minority stockholders of the share of value they should have. received had the corporation been properly marketed in order to generate a bona fide full value bid, which reflected its actual market value.67 The world is diverse enough that it is conceivable that a mogul who needed to address an urgent debt situation at one of his coolest companies (say a sports team or entertainment or fashion business), would- sell a smaller, less sexy, but fully solvent and healthy company in a finger snap (say two months) at 75% of what could be achieved if the company sought out a wider variety of possible buyers, gave them time to digest non-public information, and put together, financing. In that circumstance, the controller’s personal need for immediate cash to salvage control over the financial tool that allows him to hang with stud athletes, supermodels, hip hop gods, and other pop culture icons, would have been allowed to drive corporate policy at the healthy, boring company and to have it be sold at a price less than fair market value, subjecting the minority to unfairness.
That sort of uncommon scenario, however, has no application here. Specifically, there are no well-pled facts to suggest that Wyss forced a crisis sale of Synthes to J & J in order to satisfy some urgent need for cash. By the plaintiffs’ own admission, Wyss was loaded. They plead no facts suggesting that he faced a solvency issue, or even the need to buy something other than a Ferrari or Lamborghini when he purchased his next vehicle.
Likewise, the complaint is devoid of allegations suggesting that Wyss was in any particular rush to sell his Synthes shares. There are no pled facts that he tried to sell his stock in whole or in substantial part at any time after stepping down as CEO in 2007, as one would expect if he was anxious to liquidate his holdings, or that he initiated the process that ultimately led to the Merger, as one would expect if he *1037wanted to time the transaction in a way that was beneficial to him. In fact, the Proxy Statement, which the complaint says that it is “summarizing],”68 says that the Board, and not Wyss, initiated the idea for conducting a look at strategic alternatives.
The plaintiffs’ argument that Wyss had somehow become an impatient capitalist is therefore strikingly devoid of pled facts to support it. Wyss had been Synthes’ CEO for thirty years, and stayed on as chairman of the board for five years after that. No pled facts in the complaint support a basis for conceiving that Wyss wanted or needed to get out of Synthes at any price, as opposed to having billions of reasons to make sure that when he exited, he did so at full value.69
The plaintiffs’ argument about Wyss’ interests also runs into the pled facts about the strategic process in which Synthes engaged. Not only was that process one suggested by the Board and not Wyss, the pled facts indicate that it was a patient process reasonably calculated to generate the highest value the market would pay for Synthes. Contrary to Synthes rushing into the arms of any particular buyer fast, Synthes took its time, gave bidders access to non-public information, and the chance to consider the risks of making a bid and to raise financing for a bid.70
That sale effort also did not discriminate against any class of buyers. Logical strategic buyers with wallets large enough to plausibly purchase Synthes were approached. So were the private equity buyers in that category. Marketing began in September 2010 and the written Merger Agreement with J & J was not signed until April 26, 2011 — some seven months later. Terms with J & J were not reached for several weeks while Synthes, despite knowing that J & J had no rival willing to pay a price equal to what J & J had offered, negotiated to get more. Even then, the deal protections were, by traditional standards, not of a size that would have prevented a serious topping bid by a genuine, motivated interloper. In that regard, if a bidder were willing to pay materially more, the time period between the announcement of the Merger Agreement (April 26, 2011) and the stockholder vote (December 15, 2011) made the possibility of a post-signing jumping bid even more viable.
At oral argument, the plaintiffs confronted these realities and conceded that they did not plead facts supporting a rational inference that any desire Wyss had to liquidate his Synthes control position as a matter of responsible estate planning translated into a willingness to do so in any commercially unreasonable time frame such that he would compromise the value of his holdings by engaging in a fire sale of the company.71
Therefore, at oral argument, the plaintiffs sought to make clear that their loyalty claim was not premised on any notion that Wyss was in a rush to get a deal done and thereby compromised Synthes’ sharehold*1038er value in that way. Rather, they argued that Wyss was conflicted because no matter when a deal occurred, Wyss would only accept one in which he received liquidity for his shares and unfairly blocked the Partial Company Bid that required him to remain as an investor in Synthes. The plaintiffs say that they were unfairly deprived of the chance to sell all of their Synthes shares for cash because Wyss refused to support a deal where he did not get to sell all his shares, but had to remain a substantial investor in Synthes.72 That is, according to the plaintiffs, Wyss breached his fiduciary duties by favoring the Merger “[d]espite its inferior value” over the Partial Company Bid because of the Partial Company Bid’s equity roll requirement, thereby “pitting ... [his] interest in structuring his retirement” against the “public shareholders’ interest in maximizing their share value.”73
There are several fundamental problems with this argument. For starters, the plaintiffs conceded at oral argument that they also wanted liquidity for their shares.74 That is, as between a potential deal offering illiquid consideration versus one offering liquid consideration, the plaintiffs wanted the latter. In that way, Wyss’ interests were precisely aligned with the plaintiffs’ in terms of seeking the best deal.75 This means that Wyss’ supposed liquidity conflict was not really a conflict at all because he and the minority stockholders wanted the same thing: liquid currency and, all things being equal, at the highest dollar value amount of that currency. If there is anything even more liquid than J & J stock, it’s cash. Thus, on the plaintiffs’ own theory, Wyss had little reason not to prefer an all-cash deal if the PE Club was willing to out-bid J & J on terms equally available to all shareholders.76 In this respect, it is telling that the complaint pleads that Synthes, with Wyss’ support, allowed the three private equity buyers to club to facilitate their ability to make an improved cash bid for Synthes.77 In other words, the complaint does not support a rational inference that Wyss had an aversion to any form of consideration so long as it was liquid and the amount of that consideration was adequate, and that he supported measures to facilitate a favorable private equity cash bid.
The plaintiffs also, as I shall discuss, argue that this case is one that, if not governed by the entire fairness standard, is subject to Revlon v. MacAndrews & *1039Forbes Holdings, Inc.78 Revlon is centered on the notion that when a board engages in a change of control transaction, the board should try to get the highest immediate value reasonably attainable.79 The immediate value of something turns on the price at which it can be factored in cold hard cash: Americans understand this. For a controlling stockholder to expect that he, like other stockholders, -will receive liquid consideration from the buyer creates no disabling conflict of interest, it reflects the shared interests all rational sellers have in obtaining liquid consideration.
Instead, what is revealed is that the plaintiffs’ main gripe is that Wyss refused to consider an all-cash offer that might have delivered a better deal for the minority shareholders at Wyss’ expense. In other words, they complain that Wyss refused to facilitate a potentially better deal for the minority because he was not willing to roll a “substantial” part of his equity stake into the post-merger entity and thereby accept a different, less liquid, and less value-certain form of consideration than that offered to the minority stockholders.80 That is an astonishing argument that reflects a misguided view of the duties of a controlling stockholder under Delaware law.
A primary focus of our corporate jurisprudence has been ensuring that controlling stockholders do not use the corporate machinery to unfairly advantage themselves at the expense of the minority.81 It is, of course, true that controlling stockholders are putatively free under our law to sell their own bloc for a premium or even to take a different premium in a merger.82 As a practical matter, however, that right is limited in other ways that tend to promote equal treatment, for example, by the appraisal remedy that requires pro rata treatment of *1040minority stockholders without regard to minority discounts,83 by certain substantive and procedural doctrines,84 and, in a good illustration of the law of unintended consequences, § 203 of the DGCL. These realities not only make it riskier for a controller to seek a premium but limit buyers’ willingness to pay one. Particularly in the context of third-party transactions, the effect of these factors is to encourage majority stockholders to use their negotiating power in a way that gives the minority stockholders the opportunity to share in the benefits the majority stockholder obtains for itself. Thus, when a controlling stockholder acts in accordance with those incentives and shares its control premium evenly with the minority stockholders, courts typically view that as a “powerfu[l]” indication “that the price received was fair.”85
Delaware law does not, however, go further than that and impose on controlling stockholders a duty to engage in self-sacrifice for the benefit of minority shareholders.86 That is, the duty to put the “best interest of the corporation and its shareholders” above “any interest ... not shared by the stockholders generally”87 does not mean that the controller has to *1041subrogate his own interests so that the minority stockholders can get the deal that they want.88 As Chancellor Allen aptly wrote in Thorpe v. CERBCO, Inc., “[controlling shareholders, while not allowed to use their control over corporate property or processes to exploit the minority, are not required to act altruistically towards them.”89 Wyss was thus entitled to oppose a deal that required him to subsidize a better deal for the minority stockholders by subjecting him to a different and worse form of consideration. To hold otherwise would turn on its head the basic tenet that controllers have a right to vote their shares in their own interest.90 Put simply, minority stockholders are not entitled to get a deal on better terms that what is being offered to the controller, and the fact that the controller would not accede to that deal does not create a disabling conflict of interest.91
*1042At oral argument, the plaintiffs recognized that their second liquidity-based “self-sacrifice” argument was weak. They therefore pivoted to their third theory, which is an auction schoolmarm version. Backed away from the “self-sacrifice” theory that they so emphatically pursued in their complaint and briefing, the plaintiffs made two key concessions and related clarifying points. First, the plaintiffs conceded that Wyss was under no fiduciary obligation to accept the equity retention requirement of the Partial Company Bid.92 Instead, what the plaintiffs now say they take issue with is Wyss’ supposed failure to suggest that the Board continue negotiating with the PE Club to explore whether it would be willing to “at least maybe bring down the [equity] percentage that [it was] asking [Wyss] to take.”93 In other words, the plaintiffs contend that Wyss and the Board somehow acted disloyally by failing to further engage the PE Club after it had made its Partial Company Bid, which it indicated was a final bid reflecting the highest price they could pay and that required Wyss to roll over a “substantial” part of his equity shares.94
Aside from the fact that any equity retention requirement at all solely directed to Wyss would make the proposed deal different and less favorable from the one offered to the minority, what is problematic for the plaintiffs is the lack of any well-pled allegations that Wyss or the Board somehow foreclosed the PE Club from making another offer once it was clear that the Board rejected its joint bid. Rather, *1043the pled facts clear