Kenneth Cole Productions (KCP), a New York corporation, designs and markets a broad range of footwear, handbags, and apparel under various brand names. Kenneth Cole has been the controlling shareholder of KCP and has served as its chairman of the board since its inception in 1982. As of February 24, 2012, Cole owned or controlled approximately 46 percent of KCP’s outstanding common stock and 89 percent of its voting power. Cole’s voting power resulted from his ownership and control of 100 percent of the company’s supervoting Class B common stock. On February 23, 2012, Cole proposed taking KCP private. He proposed a per share price of $15 and stated that he would not entertain any other offers to sell KCP. The $15 price represented a 17 percent premium over the sale price of the KPC’s stock on the previous day. Cole’s proposal was conditioned on the approval of a special committee of directors who were independent of him. The committee comprised four directors, which considered the proposal and negotiated the price with Cole until June 6, 2012, when a merger agreement was announced, settling on a price of $15.25 per share. Despite the publicity surrounding Cole’s attempt to repurchase the stock, no competing offers to purchase KPC stock were received. The transaction was submitted for approval to the public shareholders, and 99.8 percent of the shares more than 8 million were cast to approve the transaction; 18,357 shares were voted against the transaction. Erie County Employees Retirement System (ECERS), the owner of common stock of KCP, sued Cole and the four special committee directors. ECERS contended that the special committee directors lacked independence because two directors were elected to the board by Cole. ECERS also alleged that the directors breached their duties by failing to solicit third-party bids. Cole was alleged to have breached his fiduciary duty as a shareholder because he was not impartial. Did the trial court agree with ECERS?