This section contains the nature of the case and procedural background.

Wout Coster and Steven Schwat each owned half of UIP (D). D is a real estate services company founded in 2007 by Steven Schwat, Cornelius Bruggen, and Wout Coster. Through various subsidiaries, D provides a range of services to investment properties in the Washington, D.C. area. Many of these properties are held in special purpose entities (SPEs) that D owns alongside third-party investors. Each of the three founders controlled a third of D's shares. In 2011, Bruggen left UIP and tendered his shares to the Company at no cost. This left Schwat and Wout as half-owners of UIP. In 2013, Wout notified Schwat and Peter Bonnell, a senior D executive, that he had been diagnosed with leukemia. Shortly after, the group began negotiations for a buyout in which Bonnell and Heath Wilkinson, another D executive, would purchase Wout's shares in the company. Bonnell had previously been promised equity in D on multiple occasions. As the prospect of promotion had stalled, Bonnell and Wilkinson had both considered leaving D. The buyout was essential in incentivizing Bonnell and Wilkinson to stay. The parties agreed on a non-binding term sheet in which Wout would receive $2,125,000 for his half of D shares. No deal was ever finalized. Wout passed on April 8, 2015, and his widow, P, inherited his D interests. Schwat and Bonnell continued exploring buyout options with P. P became 'very distressed about her financial situation' as she had not received income distributions or the benefits she had expected. A July 2016 email revealed three options, which included a lump sum buyout, an installment buyout, and a distribution scheme. Mike Pace, a friend of Wout and one of P's lawyers, reached out to Bonnell regarding the profitability of D's operating companies. Bonnell responded that the 'companies operate close to even' and that Schwat also 'ha[d] not taken any distributions . . . after Wout's passing' since 'there [had not] been much positive revenue generated.' 'Pace did not believe that Bonnell was forthcoming about the operating companies' true profitability.' P sought an independent valuation of UIP. In August 2017, P provided D with a $7.3 million valuation and demanded to inspect D's books and records. Coster followed up with a second inspection demand in October 2017. On April 4, 2018, P called for a UIP stockholders' special meeting to elect new board members.' D had a five-member board composed of Schwat, Bonnell, and Stephen Cox, D's Chief Financial Officer. Two seats were vacant due to Wout's passing and Cornelius Bruggen's departure in 2011. The stockholder meeting took place on May 22, 2018. P, represented by counsel, raised multiple motions affecting the size and composition of the board. They all failed. That same day, the board reduced the number of board seats to three through unanimous written consent. A second stockholder meeting followed on June 4, 2018. The meeting also ended in deadlock as Schwat and P each opposed the other's respective motions. With the deadlock, Schwat, Bonnell, and Cox remained D's directors. P filed a complaint in the Court of Chancery seeking the appointment of a custodian. P 'sought the appointment of a custodian with broad oversight and managerial powers.' 'The appointment of a custodian with these powers would have given rise to broad termination rights in SPE contracts and threatened D's revenue stream, as D's business model is dependent on the continued viability of those contracts.' The board decided to 'issue the equity that they had long promised to Bonnell. Having conducted its own valuation that 'valued a 100-percent, noncontrolling equity interest in D at $123,869,' D offered, and Bonnell purchased, a one-third interest in the company for $41,289.67. P's ownership was diluted to one-third, which negated her ability to block stockholder action as a half-owner of the company. The Sale also mooted the Custodian Action. P filed suit and sought to cancel the Stock Sale. The Court of Chancery found that Ds desired to eliminate P's ability to block stockholder action, including the election of directors, and the leverage that accompanied those rights. It found that the Stock Sale was significantly motivated by a desire to moot the Custodian Action. It also found that Schwat and Bonnell were interested in the transaction, but that Ds were concerned with the effects a custodian appointment might have on UIP. The board felt that the court appointment of a custodian might trigger UIP's default under its SPE contracts. It held that the stock issued to Bonnell was meant to fulfill a longstanding commitment to give a valuable employee an equity interest. The court set aside these factual findings and reviewed the Stock Sale under an entire fairness standard of review. If the Stock Sale passed entire fairness review, the board's motives were 'beside the point.' The Court concluded that Bonnell and Schwat-a majority of the board-were interested in the transaction. Having found a majority of the board interested in the Stock Sale, the court held that the defendants had to prove that the Stock Sale was entirely fair to P. The court concluded that the price had been set after a fair process. The court found that the McLean Valuation was the most reliable indicator of UIP's fair value, satisfying entire fairness review. Having decided that the price of the Stock Sale was entirely fair, the Court of Chancery held that the present stockholders of UIP were no longer deadlocked, declined to appoint a custodian, and dismissed the action. P appealed. The Court of Chancery erred when it found that the UIP board did not breach its fiduciary duty to P by approving the Stock Sale and erred by limiting its inquiry to entire fairness. P claims the court should have reviewed not just the fairness of the price and process to reach that price, but also the context in which the Stock Sale occurred-a conflicted board approved the Stock Sale to defeat P's voting rights and the leverage that came from the exercise of those rights, entrench the existing board, and interfere with her statutory right to petition for court appointment of a custodian. Ds claim that entire fairness review was the appropriate lens to review the Stock Sale because, as the court held, it is the most rigorous standard of review of board action. If the Stock Sale met this standard, the board could not breach its fiduciary duty to Coster under a less rigorous standard of review.

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