Prof. Bainbridge provides scholarly commentary here on the recent Chancery Court decision in the PNB Holding, case, 2006 WL 2403999, summarized on my blog here, regarding the "cleansing device" of ratification of an interested transaction by a "majority of the minority" of  informed, non-coerced, non-conflicted shareholders (based on authorized and issued shares eligible to vote, as opposed to merely those who are voting)–which could allow for the protection of the BJR, instead of the entire fairness standard of review, in a situation to which Kahn v. Lynch line of cases does not apply (i.e., not a controlling shareholder analysis).

Prof. B. extends the reasoning from the PNB Court’s analysis to a discussion concerning approval by disinterested directors, specifically based on the wording of DGCL Section 144(a), (and compared to the wording of DGCL 141(b)(1)), as a cleansing device. Here is the link to more thorough treatment of the topic in Prof. B.’s post, including quotes from one of his books: Professor Bainbridge’s Business Associations Blog: Strine’s Take on the Majority of the Minority: A Comment on In re PNB Holding Co.