The Delaware Supreme Court rejected the contention that, merely because the entire fairness standard of review applies to a transaction, an independent director is not entitled to be dismissed from an action. Instead, where an exculpatory provision in a charter protects the directors, a plaintiff can only survive a motion to dismiss, regardless of the standard of review, if the plaintiff can plead facts "supporting a rational inference that the director harbored self-interest adverse to the stockholders' interests, acted to advance the self-interest of an interested party from whom they could not be presumed to act independently, or acted in bad faith." The Court justified its holding in part by noting a scholarship finding that deals negotiated by independent directors have been priced on terms attractive to minority stockholders. The court recognized that the General Assembly enacted Section 102(b)(7), Delaware's statutory exculpation provision, so that independent directors would not be dissuaded by the fear of liability from negotiating and approving value-maximizing transactions. The Supreme Court thus grounded its decision as well on that policy rationale underlying Delaware's statutory exculpation.