In a stockholder challenge to a going-private merger by a controlling stockholder to buy out minority stockholders, the operative standard of review is ordinarily the most rigorous judicial review, entire fairness. To obtain...more
Many Delaware companies have adopted forum selection bylaws that prevent their stockholders from bringing internal corporate claims in courts outside of Delaware. These bylaws are a valid and effective tool for limiting...more
M&A lawsuits and so-called “disclosure-only” settlements – where stockholder plaintiffs drop their requests to enjoin a deal and grant defendants broad releases primarily in exchange for supplemental disclosures to...more
In a self-interested transaction between a company and its controlling stockholder, the operative standard of judicial review under Delaware law is the most rigorous: entire fairness standard of review. To obtain the least...more
10/8/2015
/ Business Court Division ,
Controlling Stockholders ,
Duty of Loyalty ,
Fairness Standard ,
Fiduciary Duty ,
Food Manufacturers ,
Fraud ,
Going-Private Transactions ,
Initial Public Offering (IPO) ,
Mergers ,
Self-Dealing ,
Shareholder Approval ,
Shareholder Litigation ,
Spinoffs
When a company takes action through its board in violation of its certificate of incorporation, may a plaintiff stockholder bring suit against the company directly for breach of its certificate—the most important of corporate...more