An appeal pending before the Delaware Supreme Court addresses the impact of familial relationships on the independence of directors, as well as the classification of a group of stockholders as controlling stockholders for purposes of determining both pre-suit demand and the standard of review. See Delaware County Employees’ Retirement Fund v. Sanchez, No. 702, 2014, reply brief filed (Del. Mar. 23, 2015). It is well-settled in Delaware law that one need not have more than 50% of stock ownership in order to be determined a controlling stockholder for purposes of determining the standard of review that will be applicable to transactions involving that stockholder. This appeal explores how familial relationships between a large stockholder and other stockholders as well as directors that they appoint, may impact these determinations.
Frank Reynolds of Thomson Reuters has written an article, available at this link, which describes in more detail the factual background of the appeal and the issues involved.