Law360, New York ( March 11, 2015, 5:56 PM EDT) -- Vice Chancellor J. Travis Laster has been writing for several years about the fiduciary duties of directors who represent the interests of a particular block of stockholders. In his opinion in the Trados Shareholder Litigation, he found that directors, elected by the venture capital investors who held Trados' preferred stock, had a conflict of interest in deciding on a sale of the corporation in which all the proceeds would be absorbed by the liquidation preference of the preferred and nothing would go to the common.[1] As a result of this finding, Vice Chancellor Laster applied the entire fairness standard of review to the Trados board's decision. He concluded that while the directors failed to follow a fair process, the transaction was fair because the common stock had no economic value before the sale and so it was fair for the common stock to receive nothing from the sale.[2]...