Randy Holland

Randy Holland

Wilson Sonsini Goodrich & Rosati

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New York Court Finds Failure to Meet MFW Standard in Controlling Stockholder Merger

In another significant M&A decision from the New York Supreme Court, the controlling stockholder of a Delaware corporation failed to obtain judicial deference under the so-called "MFW" framework for its merger with the...more

6/1/2018  /  Business Judgment Rule , Controlling Stockholders , Delaware General Corporation Law , Entire Fairness Standard , Mergers , Minority Shareholders , NY Supreme Court , Shareholder Litigation , Standard of Review

Delaware Court of Chancery Issues Important Decision on Recapitalizations and Dual-Class Structures Involving Controlling...

On December 11, 2017, the Delaware Court of Chancery issued a decision that will be important for companies looking to implement measures to extend or make changes to dual-class voting structures and for companies with...more

12/14/2017  /  Controlling Stockholders , Corporate Governance , Dismissals , Fairness Standard , Fiduciary Duty , Recapitalization , Share Classes , Shareholder Litigation , Shareholders
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