Sinclair Oil Corp. v. Levien
Sinclair Oil distinguished ordinary controller domination from true self-dealing: intrinsic-fairness review applies only when the controller extracts a benefit from the subsidiary to the exclusion and detriment of the minority, while non-self-dealing business decisions remain protected by the business judgment rule.
Holding
Sinclair Oil distinguished ordinary controller domination from true self-dealing: intrinsic-fairness review applies only when the controller extracts a benefit from the subsidiary to the exclusion and detriment of the minority, while non-self-dealing business decisions remain protected by the business judgment rule.
Issues
controller dominationrelated-party self-dealingbusiness judgment rule and intrinsic fairness