Earlier this month, the Delaware Supreme Court, in overturning a decision by the Delaware Court of Chancery, held that the business judgment rule, rather than an entire fairness review, properly applied to a controlled company’s corporate conversion to Nevada based on the company’s’ “clear day” decision to reincorporate and, specifically, the absence of any existing or imminent litigation exposure that might otherwise be deemed to confer a material non-ratable benefit that would warrant a more stringent standard of review.