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Controlling Shareholder’s Discussions with Minority Stockholders Results in Application of Entire Fairness Standard

The Delaware Court of Chancery (the Court) in In re Homefed Corporation Stockholder Litigation chronicles a controlling stockholder’s failed attempt to use the protections outlined in Kahn v. M & F Worldwide Corp. (MFW) to...more

Minority Members’ Contractual Blocking Rights Can Result in the Imposition of Fiduciary Duties

In Skye Mineral Investors LLC v. DXS Capital (U.S.) Limited, et al., the Delaware Court of Chancery (the “Court”) denied defendants’ motion to dismiss, finding that plaintiffs had sufficiently pled a breach by the members...more

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