fair, independent of the board’s beliefs.”) (internal citations and quotation marks omitted); Edward P. Welch, et al., Mergers & Acquisitions Deal Litigation Under Delaware Corporation Law § 4.02[A][2] (2014) (“The applicable standard of review can have nearly dispositive consequences in deal litigation alleging a breach of fiduciary duty. When a decision is made by a majority of well-informed, disinterested, and independent directors, that decision is generally protected by the deferential business judgment rule.... When the business judgment rule is overcome, and/or when a controlling stockholder stands on both sides of a challenged transaction, the courts may apply the more rigorous entire fairness standard of review.”). 29 . See, e.g., Gantler v. Stephens, 965 A.2d 695 (Del.2009) (<HOLDING>); Kahn v. Lynch Commc’ns Syst., Inc., 638 A.2d
holding that the trial court erred by dismissing the plaintiffs defamation claim holding that the plaintiffs had alleged specific conduct from which a duty of loyalty violation can reasonably be inferred and thus finding that the court of chancery had erred in dismissing the relevant counts against the defendant directors holding that issues underlying all counts were sufficiently intertwined that the separate appeal of the summary judgment counts would complicate the trial of the remaining counts holding rookerfeldman inapplicable where the district court could and did find that the plaintiffs constitutional claims had merit without also finding that the state court erred holding that district court erred in dismissing the indictment based on sufficiency of evidence