In Manti v. Authentix, minority stockholders of Authentix Acquisition Corp. challenged the $87.5 million sale to Blue Water Energy by The Carlyle Group. Initially deemed a conflicted-controller transaction, the court later determined the Merger was not conflicted, applying business judgment review and dismissing the case. The court emphasized that Carlyle, aligned with stockholders’ interests, did not face pressing liquidity needs and engaged in an extensive sale process, highlighting that pressure for timely exits must be substantiated by significant evidence. The ruling reinforces the importance of a thorough sales process and the need for clarity regarding potential conflicts in private equity transactions.