Respondent MP Gulf of Mexico, as two-thirds owner of some oil and gas leases called Chinook Unit made two contracts with petitioner Total Energies E&P USA, Inc. as one-third owner of the same unit.

Defendant applied to compel plaintiff to produce documents in a copyright infringement action.

Corporate founder who retained a quarter stake of the company and served as a director and officer did not attempt to use his influence to drive acquisition of another company in which he also held an interest, such that the board's appointment of a special committee to negotiate the acquisition meant that the transaction did not need to be reviewed under entire fairness.