By Scott Barshay, Matthew Abbott, Ross Fieldston and Stephen Lamb ( April 9, 2018, 12:51 PM EDT) -- Recently in In re Tesla Motors Inc. Stockholder Litigation, the Delaware Court of Chancery (in an opinion by Vice Chancellor Joseph R. Slights III) declined to grant the defendants' motion to dismiss because the court found it reasonably conceivable that Elon Musk, a 22.1 percent stockholder of Tesla Motors Inc., was a controlling stockholder, and therefore, Tesla's 2016 acquisition of SolarCity Corp. (of which Musk was the largest stockholder and founder) would be subject to a stringent entire fairness review. In this regard, it is rare for Delaware courts to find that a stockholder with such "relatively low" ownership levels is a controller. They have done so only, as was the case here, where there is other evidence that the stockholder exercised "actual domination and control over ... [the] directors" and wielded more power than may be evidenced by the stockholder's minority holdings. The court's conclusion that Musk was a controller meant that stockholder approval of the acquisition did not ratify the transaction and invoke business judgment review because Corwin v. KKR Financial Holdings LLC does not apply to controller transactions....