The entire fairness standard of review applied to the question of director self-compensation.

Superior court erred in upholding the lower courts decision on the unenforceability of appellant non-attorneys fee splitting agreement with appellee attorneys because the action was not per se barred by the violation of rule 5.4 of the rules of professional responsibility since the conduct rules ought not be interposed into substantive law. Reversed.

Derivative complaint properly dismissed for failure to make litigation demand where stockholders allegations only established exculpated claim for directors bad faith, rather than personal liability for companys environmental violations.