In its recent decision in Arthur Flood v. Synutra International, Inc., et al., No. 101, 2018 opinion (Del. Oct. 9, 2018), the Delaware Supreme Court clarified when an acquisition of a company by a controlling stockholder will...more
In two recent cases, the Delaware Court of Chancery provided informative guidance on when stockholders that hold less than 50% of a corporation’s stock are nevertheless considered to be controlling stockholders. This inquiry...more
On December 29, 2017, the Delaware Court of Chancery declined to extend the ruling in Corwin by finding that the approval of a merger by a vote of the disinterested stockholders does not act as an impediment to a properly...more
On May 5, 2016, the New York Court of Appeals ruled that courts should apply the business judgment rule in shareholder lawsuits challenging going-private mergers, as long as shareholders were adequately protected—a decision...more