A large body of law addresses corporate decision-making, particularly where a board of directors decides "yea or nay" on a merger transaction. When litigation ensues, the standard of judicial review that applies for determining the validity of the transaction is critical. The well-known "business judgment rule" gives great leeway to a corporation's board. However, in certain circumstances, a more exacting "entire fairness" standard governs. In its recent opinion in In re Kenneth Cole Productions, Inc., Shareholder Litigation, the New York Court of Appeals, following Delaware's lead, announced a new approach for reviewing going-private mergers derived from these two standards. Specifically, the court held that the board-friendly business judgment rule should apply to the challenge of a going-private merger if certain shareholder-protective conditions are met. The opinion sets forth a road map for how parties can structure such a merger to pass legal muster.