Generally yes, but Delaware law provides protections for minority investors when the controlling shareholder is on both sides of a transaction. Here, the board

Generally yes, but Delaware law provides protections for minority investors when the controlling shareholder is on both sides of a transaction. Here, the board of directors appointed a special committee of supposedly disinterested directors to review the proposal and ensure that it was fair to the minority shareholders. When a transaction is "blessed" in this way it is very hard for a shareholder to challenge it. The investors allege that two of the three committee members weren't really disinterested because of their personal and business ties to Zuckerberg.