In In re Match Group, Inc. Derivative Litigation, the Delaware Supreme Court held that the dual procedural protections announced in the seminal case of Kahn v. M & F Worldwide Corp. (MFW) are required in order to shift the...more
In the context of an M&A transaction, practitioners are routinely left to navigate the various standards of review that are applied by the Delaware courts to evaluate whether a Delaware corporation’s directors have complied...more
On February 27, the Delaware Court of Chancery issued important guidance to boards of directors seeking to utilize special committees of disinterested and independent directors to insulate themselves from fiduciary liability...more
3/10/2020
/ Acquisition Agreements ,
Arms Length Transactions ,
Board of Directors ,
Business Judgment Rule ,
Controlling Stockholders ,
Entire Fairness Standard ,
Fiduciary Duty ,
Independent Director ,
Negotiations ,
Shareholder Votes ,
Special Committees ,
Standard of Review
In the context of an M&A transaction, practitioners are routinely left to navigate the various standards of review that are applied by the Delaware courts to evaluate whether a Delaware corporation’s directors have complied...more