Professor Bainbridge discusses Vice Chancellor Lamb’s recent decision in Gesoff v. IIC Industries, summarized here, where the importance of the independence of a special committee was discussed in the context of a freezeout merger between a parent and sub. A link is provided to an article by the good professor about the benefit of having more than one member of a board, which article was cited in the opinion and juxtaposed with the challenges of a one-person committee, who like Caesar’s wife, must be beyond reproach. Here is the link: Cited in Delaware