Mergers, Minority Shareholders, Delaware General Corporation Law

In re Oracle Corporation Derivative Litigation: Delaware Supreme Court Affirms Chancery Court Decision Not to Impose Fiduciary...

Cadwalader, Wickersham & Taft LLP on 3/3/2025

On January 21, 2025, the Delaware Supreme Court affirmed the Court of Chancery’s decision in In re Oracle Corp. Derivative Lit., finding that a less than 50% stockholder does not owe fiduciary duties absent evidence of either...more

Delaware Corporation Law: Trends Impacting M&A and Corporate Litigation in 2019

Skadden, Arps, Slate, Meagher & Flom LLP on 3/1/2019

On February 20, 2019, Skadden held a webinar titled “2019 M&A and Corporate Litigation Trends.” The panelists were litigation partner and Delaware litigation practice leader Edward Micheletti and litigation counsel Jenness...more

Skadden's 2019 Insights: Key Delaware Corporation Law Developments

Skadden, Arps, Slate, Meagher & Flom LLP on 1/24/2019

The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more

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

Wilson Sonsini Goodrich & Rosati on 6/1/2018

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

"Recent Opinions Highlight Different Appraisal Valuation Methods Employed in Merger Transactions by Delaware Courts"

Skadden, Arps, Slate, Meagher & Flom LLP on 11/18/2016

There is a general perception that statutory appraisal challenges have been on the rise over the past several years. The Delaware Court of Chancery has issued a number of opinions during that time that use the merger price...more

Delaware Law Updates – Court of Chancery Puts Boards of Directors on Notice that Contracting Away Derivative Claims in a Merger...

McCarter & English, LLP on 8/16/2016

Vice Chancellor Glasscock has held that a merger designed to eliminate derivative claims against a majority of directors justified the application of the entire fairness standard of review in a direct challenge to the merger....more

Court Of Chancery Explains When A Minority Stockholder May Have Actual Control Over A Deal

Morris James LLP on 3/3/2016

This is another in a series of decisions dealing with the allegation that a minority stockholder controlled a deal through its control of a majority of the board of directors....more

Minority Shareholder Owed No Fiduciary Duty To Other Shareholders In Merger Transaction

Brooks Pierce on 8/19/2015

Judge Gale's decision earlier this month in Corwin v. British American Tobacco PLC, 2015 NCBC 74 dismissed all of the claims of the Plaintiff class. If the name Corwin is ringing a bell with you, his case is the shareholder...more

Mergers › Minority Shareholders › Delaware General Corporation Law

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