In Cumming v. Edens, C.A. No. 13007-VCS, the Court of Chancery found that when the majority of the Board was not disinterested or independent, the transaction was subject to the entire fairness standard of review. This does not change simply because there has been compliance with DGCL Section 144 safe harbor provisions.
BOTTOM LINE: The contextual nature of whether or not a director is disinterested must always be considered!