On April 4, 2024, the Delaware Supreme Court held that in order to receive the more deferential “business judgment” standard of review in all transactions where a controlling stockholder stands on both sides and received a non-ratable benefit, the transaction must be subject at the outset to approval by both (i) an independent special committee, and (ii) an uncoerced, fully informed majority of the minority stockholder vote, as initially held by the Delaware Supreme Court in its 2014 case Kahn v. M & F Worldwide Corp. in the context of freeze-out mergers where a controlling stockholder takes a company private. The decision further held that to satisfy the independent special committee requirement, all members of the committee, rather than a simple majority, must be independent.