In a recent decision, the Delaware Supreme Court clarified the proper standard to apply to a non-freeze-out merger transaction involving a controlling stockholder. Litigators who practice in the Delaware Court of Chancery are...more
5/13/2024
/ Breach of Duty ,
Business Judgment Rule ,
Business Litigation ,
Controlling Stockholders ,
Corporate Sales Transactions ,
DE Supreme Court ,
Entire Fairness Standard ,
Fiduciary Duty ,
Freeze-Out Mergers ,
Merger Challenges ,
Spinoffs ,
Standard of Review
Section 220 demands are a commonly used tool for stockholders to gain access to a company’s books and records. Although this provision of the Delaware General Corporation Law vests stockholders with a right of access thereto,...more