Entire Fairness Standard

judicial standard of review that requires a finding that a transaction is entirely fair, as to both process and substance, to the shareholders. This standard is applied to interested transactions and where there are allegations of breach of due care. The court examines merits of the case and reviews the substance, for example price. The court may also review the process, for example how other shareholders were notified of the transaction and whether they were allowed to participate. The standard applies to decisions of the company, including sales and mergers. The board has the burden to demonstrate a transaction was inherently fair to stockholders by showing fair dealing and fair price.