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Appraisal Short-Form Mergers

Morris James LLP

Chancery Declines to Award Fees to Stockholders Who Opposed “Corporate Benefit”

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Almond v. Glenhill Advisors LLC, C.A. No. 10477-CB (Del. Ch. Apr. 10, 2019). Under the “corporate benefit doctrine,” litigants whose efforts result in a substantial benefit to a Delaware corporation or its stockholders...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Enacts Amendments to LLC Act and Delaware General Corporation Law

On July 24, 2018, Delaware Gov. John Carney signed into law amendments to the Delaware Limited Liability Company Act (DLLCA) and the Delaware General Corporation Law (DGCL) (collectively, the Acts), which are intended to keep...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Amendments Would Apply ‘Market Out’ Exception to Section 251(h) Back-End Mergers, Clarify Ratification Procedures

On April 19, 2018, the Executive Committee of the Delaware State Bar Association approved proposed amendments to the Delaware General Corporation Law (DGCL). This year’s amendments would provide for the application of the...more

McCarter & English, LLP

Pleading Failures Doom Disclosure Claims in Short-Form Merger Case

Vice Chancellor Tamika R. Montgomery-Reeves of the Delaware Court of Chancery (the “Court”) issued a Memorandum Opinion on January 4, 2017, dismissing a lawsuit arising from a short-form merger involving United Capital...more

Morris James LLP

Court Of Chancery Explains Limits On Stockholder Challenges To Short-Form Mergers

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It is well understood that minority stockholders have limited rights to object to a short-form merger under Delaware law. This decision affirms that minority stockholders cannot challenge the merger on fairness grounds...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Proposed Delaware General Corporation Law Amendments Would Address Appraisal Proceedings, Short-Form Mergers, Court of Chancery...

On March 16, 2016, the Corporation Law Council of the Delaware State Bar Association announced proposed amendments to the Delaware General Corporation Law (DGCL) intended to address appraisal proceedings, Section 251(h)...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Amendments to Delaware General Corporation Law to Facilitate Short-Form Mergers in Two-Step Transactions"

On August 1, 2013, new Section 251(h) of the Delaware General Corporation Law (the DGCL) becomes effective, which will allow consummation of second-step mergers without stockholder approval following a tender or exchange...more

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