If enacted, the amendments would significantly impact the risk-benefit considerations for public and private companies contemplating reincorporation or going public in a different jurisdiction. ...more
2/25/2025
/ Acquisitions ,
Business Entities ,
Capital Markets ,
Controlling Stockholders ,
Corporate Governance ,
Delaware General Corporation Law ,
Initial Public Offering (IPO) ,
Jurisdiction ,
Mergers ,
Privately Held Corporations ,
Proposed Amendments ,
Publicly-Traded Companies
The decision adopts enhanced scrutiny of director fiduciary duties for de-SPAC transactions, but suggests dismissal may be appropriate when stockholders exercise redemption rights on a fully informed basis.
On January 3,...more
To obtain business judgment deference, controllers must insist on MFW’s minority protections before engaging in any substantive economic or valuation discussions.
The Delaware Supreme Court’s 2014 decision in Kahn v. M&F...more
Delaware Court of Chancery applies entire fairness review to a take-private merger with a controlling stockholder, despite approval by a special committee and a majority-of-the-minority, and holds that disclosure claims may...more