1. Pratt, S. P., & Niculita, A. V. (2022). Business Valuations: Fundamentals, Techniques, and Theory. John Wiley & Sons. In Chapter 29, "Valuations for Shareholder and Partner Disputes," the text discusses legal standards of review, including the entire fairness doctrine, which is composed of fair dealing (process) and fair price (substance).
2. Weinberger v. UOP, Inc., 457 A.2d 701, 711 (Del. 1983). This seminal Delaware Supreme Court case established the two-pronged test for entire fairness: "The concept of fairness has two basic aspects: fair dealing and fair price... a showing that the action was taken as a result of informed approval of a majority of the minority shareholders. However, the burden entirely shifts to the plaintiff to show that the transaction was unfair to the minority."
3. Hitchner, J. R. (2017). Financial Valuation: Applications and Models. John Wiley & Sons. Chapter 3, "Standards of Value," discusses fair value in the context of shareholder dissent and oppression, where the entire fairness standard is often invoked, breaking it down into its procedural (fair dealing) and substantive (fair price) components.