Prof. Bainbridge posts here about the duties of controlling shareholders (who need not have over 50% of the shares) in connection with the saga at Affiliated Computer Services, Inc. involving the founder (and controlling shareholder) asking a majority of the independent board members to resign because apparently they were "not cooperating" with his bid to take the company private.

Professor B. also discusses leading Delaware Chancery Court cases on the topic and provides links to other articles, that discuss the "entire fairness standard" that applies to the attempt by a controlling shareholder to buy the remaining shares of the company.

Also addressed is the impact on the standard of review in freezeouts when a special independent committee is appointed to negotiate with the controlling shareholder and when a majority of the minority approves the transaction.

UPDATE: Here is a post on The D &  O Diary by Kevin LaCroix that includes a much broader analysis of the legal issues at ACS including a link to the Declaratory Judgment complaint filed in Delaware Chancery Court by the independent directors regarding their dispute with the controlling shareholder.