1. Even though they were elected as directors by the controlling shareholder, the directors on the special committee can be deemed to be independent 2. The special committee directors did not breach their fiduciary duty of care because they failed to solicit third-party bids. 3. The special committee directors' decision to consider the proposal to take KCP private and settle on a price of $15.25 per share is not protected by the business judgment rule. 4. Cole's refusal to permit third parties to submit a bid for the outstanding shares he wanted to purchase violates his fiduciary duties, because it prevented the special committee from seeking a higher price in other possible sales of the company price. 5. As the controlling shareholder, Cole did not violate his duty to minority shareholders in negotiating as low a price as possible for the buyout