Regular readers of a corporate law bent will recall that we blogged a while back about Delaware Chancellor Strine's interesting opinion in In re Synthes Shareholders Litigation. Lewis Lazarus has posted a very useful analysis of the case. His bottom line is that the case stands for the proposition that "mere conclusory allegations that a controlling stockholder favored a sale transaction will not suffice to trigger a higher level of judicial scrutiny where the plaintiff cannot allege a genuine conflict of interest."
Put another way, "the court found that a controlling stockholder has no disabling conflict simply because he or she elects to agree to a transaction where all stockholders are treated ratably the same as opposed to one that might have offered more to the minority stockholders at the expense of the majority stockholder."
It's a sensible rule. After all, the controlling shareholder is entitled to what the Massachusetts courts have called certain "rights of selfish ownership." To put it colloquially, the controlling shareholder has no obligation to screw itself, it just can't screw the minority (at least not too much).
Anyway, go read the whole thing.