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Mergers › Controlling Stockholders › Going-Private Transactions

Benesch

Delaware Amends DGCL Section 144 to Add Safe Harbors for Interested and Controlling Stockholder Transactions

Benesch on

On March 25, 2025, the governor of Delaware signed into law significant changes to Section 144 of the Delaware General Corporation Law (“DGCL”). The changes provide safe harbors to Boards of Directors and controlling...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Two Court of Chancery Deal Litigation Decisions Provide Helpful Guidance"

Skadden, Arps, Slate, Meagher & Flom LLP on

Chelsea Therapeutics: Post-Closing Bad Faith Claim a ‘Rare Bird’ in Delaware Absent Allegations of Self-Interestedness or Lack of Independence - In In re Chelsea Therapeutics International LTD Stockholders Litigation,...more

Morris James LLP

Challenge to a Squeeze-Out Merger Dismissed Under MFW Framework

Morris James LLP on

In a stockholder challenge to a going-private merger by a controlling stockholder to buy out minority stockholders, the operative standard of review is ordinarily the most rigorous judicial review, entire fairness. To obtain...more

Perkins Coie

What’s Happening in Delaware M&A – Summer 2016

Perkins Coie on

This update provides a summary of recent Delaware caselaw and statutory developments concerning mergers and acquisitions, including new cases regarding appraisal rights, fraud claims and fiduciary duty and deal process...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Delaware Supreme Court Enhances Protections for Controlling Stockholder Buyouts"

Skadden, Arps, Slate, Meagher & Flom LLP on

In November 2015, the Delaware Supreme Court bolstered the protection afforded to majority or controlling stockholders seeking to buy out the minority, provided that the transaction is structured in accordance with the...more

Blank Rome LLP

Business Judgment Rule Applies to Shareholder Suits Challenging Going-Private Mergers in New York

Blank Rome LLP on

Action Item: New York’s High court provides a road map of how corporate attorneys should structure going-private transactions involving controlling shareholders. Utilizing certain protective measures at the outset should...more

Morris James LLP

Fraud Vitiated Special-Committee Process in Dole Merger

Morris James LLP on

In a self-interested transaction between a company and its controlling stockholder, the operative standard of judicial review under Delaware law is the most rigorous: entire fairness standard of review. To obtain the least...more

Bracewell LLP

Delaware Court Holds Interested Directors Liable for "Fairer Price" In Going Private Transaction

Bracewell LLP on

In one of the largest ever M&A-related recoveries for shareholders, Vice Chancellor J. Travis Laster ordered Dole Food Company, Inc.’s Chairman and CEO, David Murdock, and Dole’s former President, COO and General Counsel, C....more

Morris James LLP

Court Of Chancery Explains Unfair Dealing Law In Cash-Out Case

Morris James LLP on

Aside from the very large damage award, this decision should be noted for its thorough analysis of the duties of a controlling stockholder and his aides in the way they act to carry out a going private transaction....more

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