For the past two decades, Delaware court decisions addressing non-majority control have aligned with one of two competing schools of thought. A functional school has examined the ability to exercise control over corporate conduct, considered multiple sources of influence, and …

Over the past two decades in Delaware, two schools of thought coexisted regarding non-majority control. One school took a formal approach that (i) focused on control over the board of directors, (ii) discounted sources of influence other than stock ownership, …