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Revlon Standard Shareholder Litigation Controlling Stockholders

Stinson - Corporate & Securities Law Blog

Successful Two-Step Tender Offer has the Same Revlon Cleansing Effect as a Stockholder Vote

The plaintiffs in In Re Volcano Corp. Stockholder Litigation were former public stockholders of a company that was acquired for $18 per share in an all-cash merger. Just five months prior, the target company had declined an...more

Cadwalader, Wickersham & Taft LLP

M&A Update: Fully Informed Vote of Disinterested Stockholders Results in Business Judgment Rule Protection in Post-Closing Review...

In an October 2, 2015 decision, Corwin, et al. v. KKR Financial Holdings LLC., et al., the Delaware Supreme Court clarified that once a merger closes, as long as it has been approved by a fully informed vote of the...more

Carlton Fields

Delaware Supreme Court Rejects Presumption of Disloyalty for Independent Directors

Carlton Fields on

Public companies incorporated in Delaware frequently adopt a charter provision, pursuant to 8 Del. C. ยง 102(b)(7), that insulates their directors from monetary damages for breaches of the fiduciary duty of care. Those...more

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