On February 20, 2024, the Delaware Court of Chancery declined a plaintiff’s request to enjoin a controlled corporation’s decision to change its state of incorporation from Delaware to another state. The Court held, however, that plaintiff’s claim for damages could proceed, and that Delaware’s “entire fairness” standard of review will apply to those claims because (i) the plaintiff sufficiently alleged that the conversion would confer a non-ratable benefit to the controlling stockholder and the directors of the company and (ii) the conversion was not subject to approval at the outset by both an independent special committee and a majority of the minority stockholder vote. The Court’s decision continues recent developments in Delaware’s controlling stockholder law and is particularly noteworthy given the stated desire by large stockholders of several publicly-traded Delaware corporations to reincorporate those companies in other states.