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Business Judgment Rule › Arms Length Transactions

Troutman Pepper

Ab Initio 2.0: Even Without a Controller, Special Committees Must Be Formed Before Economic Negotiations Begin

Troutman Pepper on

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

Skadden, Arps, Slate, Meagher & Flom LLP

Court of Chancery Confirms MFW Applies to Controlled-Company Sale With Disparate Consideration

Skadden, Arps, Slate, Meagher & Flom LLP on

In 2014, the Delaware Supreme Court affirmed in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (MFW II), that the business judgment rule would apply to controlling stockholder “squeeze-out” mergers if the transaction is conditioned...more

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