The widely-acclaimed corporate law scholar, and friend of this blog, Prof. Stephen Bainbridge, whose prolific scholarship is cited in Delaware court decisions on corporate law, has penned a brief essay on the titular topic in light of a recent Delaware Court of Chancery opinion by Vice Chancellor Laster styled United Food & Comm. Workers Union v. Zuckerberg, C.A. No. 2018-0671-JTL at 18-19 (Del. Ch. Oct. 26, 2010). Must reading for anyone interested in refining and improving the law regarding this important issue in Delaware corporate litigation.