Trying to eliminate persistent confusion in the high–stakes process of distinguishing between direct and derivative shareholder claims, the Delaware Supreme Court adopted a simple two–step approach in 2004 in Tooley v. Donaldson, Lufkin & Jenrette, 845 A.2d 1031. Two years later, the court adopted an exception to the “Tooley test” for situations where there is “an improper transfer of both economic value and voting power from the minority stockholders to the controlling stockholder” Gentile v. Rossette, 906 A.2d 91 …