We were studing the above topics recently and came across these helpful memos:
Lazarus – Independence Under Delaware Law
http://bdti.mastertree.jp/f/h4em9f7p
Dunn – Good Faith in Delaware
http://bdti.mastertree.jp/f/l3cufnqp
Siegel – Illusion of Enhanced Review – 2013
http://bdti.mastertree.jp/f/x0j7hc5w
Willkie Farr – Entire-Fairness-As-A-Limit-On-Control
http://bdti.mastertree.jp/f/ir40tsel
The Board Director Training Institute (BDTI) is a "public interest" nonprofit in Japan dedicated to training about directorship, corporate governance, and related management techniques. It is certified by the Japanese government to conduct these activities as a regulated nonprofit. Read a summary about BDTI here, and see a menu of its services for both corporations and investors here.