To enjoy the protections of the business judgment rule, directors of Delaware corporations must be free of self-interest in the outcome of their decisions, be independent from anyone who might have such an interest and act in good faith. The independence inquiry concerns "whether the director’s decision resulted from that director being controlled by another," as the Delaware Court of Chancery put it in a 2002 decision,Orman v. Cullman .
Discussions of director independence typically focus on financial ties or close family, personal or business relationships that would influence a director’s decision-making. But control also may be found where the director is "dominated" by the interested party "through force of will," as the Supreme Court put it in its 2002 decisionTelxon Corp. v. Meyerson .
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