Delaware Supreme Court Rules On whether A “Series Of Transactions” Should Be Aggregated In analyzing The Sale of “Substantially All” Assets Question


The Delaware Supreme Court recently ruled that a company’s proposed splitoff of assets should not be aggregated with three prior spinoff and splitoff transactions, where the proposed splitoff was not “sufficiently connected” to the prior transactions, for purposes of determining whether the company has disposed of “substantially all” of its assets. In an en Banc decision, The Bank of New York Mellon Trust Co. v. Liberty Media Corp., C.A. No. 5702 (Del. Supreme Ct.), the Court distinguished a series of related transactions consummated as part of an integrated plan from multiple transactions that are each a part of an overall business strategy, to determine whether a “series of transactions” warrant aggregation in the context of a “substantially all” analysis.

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