In In re Hansen Medical, Inc. Stockholder Litigation, C.A. No. 12316-VCMR, stockholders alleged that defendants, two stockholder who collectively owned more than 60% of the company, breached their fiduciary duty when they entered into exclusive stock purchase agreements with the acquiror and agreed to vote in favor of the merger in a squeeze-out merger. The Chancery Court found that the defendants functioned collectively as a control group and, as a result, it was conceivable that their actions were subject to the entire fairness standard.  Specifically, the Court noted that the defendants were parties to a voting agreement for almost 25 years and were identified by the acquiror as the key stockholders with whom they needed to negotiate.

BOTTOM LINE: Consider carefully the relationship among two or more minority stockholders before determining that no controlling shareholder issues are triggered.