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PE Firm with Minority Interest Defeats Antitrust Claim—But FTC Scrutiny of Roll-Ups Likely to Continue

District court finds minority investors in companies accused of antitrust violations are not liable solely by virtue of holding a minority ownership stake. To obtain injunctive relief, the FTC must allege specific facts...more

In Long-Awaited Match Decision, Delaware Supreme Court Expands MFW Requirements in Conflicted Controller Transactions

Delaware Supreme Court rejects attempt to limit MFW to controller buyout transactions. Supreme Court instead holds that all of MFW’s requirements for shifting the standard of review from entire fairness to business...more

Delaware Court of Chancery Identifies Fiduciary Duties and Standard of Review for Controlling Stockholder

In a landmark decision, In re Sears Hometown & Outlet Stores, Inc. Stockholder Litigation,1 the Delaware Court of Chancery held that a controlling stockholder did not breach his fiduciary duties when he amended company bylaws...more

Delaware Court of Chancery Finds for Oracle Founder Larry Ellison and CEO Safra Catz in Post-Trial Decision Arising from Oracle’s...

Court of Chancery holds that conflicted transactions involving a potential controller may still be considered under the deferential business judgment rule, rather than entire fairness, if the evidence does not establish the...more

Securities and Derivative Litigation: Quarter 3 2022 Update

In this edition of Dechert’s Securities & Derivative Litigation Quarterly Update, we examine: (1) the Delaware Court of Chancery’s latest post-trial decision showing how the special committee process is critical in the...more

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