Under Delaware law, a controlling shareholder merger conditioned ab initio on both special committee approval and majority-of-minority vote earns business judgment review rather than entire fairness scrutiny.
Delaware Corporate Law
Fully informed and uncoerced stockholder approval of a non-controller transaction cleanses it of fiduciary challenge and applies business judgment review.
Directors must implement adequate information and reporting systems to satisfy their fiduciary duty of oversight; failure to do so may constitute a breach of duty.
Board actions that interfere with the shareholder franchise require a compelling justification, imposing a heightened standard of review under Delaware law.
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