Delaware Supreme Court established the entire fairness standard—comprising fair dealing and fair price—governing self-dealing transactions between a controlling shareholder and minority shareholders.
Delaware Corporate Law
Fully informed and uncoerced stockholder approval of a non-controller transaction cleanses it of fiduciary challenge and applies business judgment review.
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.
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.
Get a detailed analysis of Weinberger v UOP Inc and how it applies to your situation.
Explain Weinberger v UOP Inc