Key takeaways:

• Delaware Supreme Court affirms application of business judgment rule to controlling stockholder mergers that from inception are subject to both (i) the approval of a committee of independent directors with the power to hire its own advisors and to say no and (ii) the non-waivable vote of a majority of the unaffiliated shares.
• Entire fairness test will apply if those conditions are not present, if the special committee does not meet its duty of care in negotiating a fair price, if the unaffiliated stockholder vote is not fully informed, or if there is evidence of coercion.