Last week in the Barnes & Noble case, the Court of Chancery ruled from the bench that a motion to dismiss would be denied due to questions about the independence of the members of the board that made decisions about a disputed transaction. Professor Steven Davidoff discusses the factual background and legal aspects of the decision, with a link to the transcript here.

 The good professor notes in his analysis that the nuances and the gray areas on this topic make it less than predictable whether a particular person will be deemed independent for purposes of the "demand futility" analysis and Rule 23.1 based on such matters as "social ties" and how often someone plays golf with a person whose decision he is reviewing, for example.