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Controlling Stockholders Purchase Price

Dechert LLP

Delaware Court of Chancery Finds Tesla’s Acquisition of SolarCity “Entirely Fair”

Dechert LLP on

The Delaware Court of Chancery issued its decision in In re Tesla Motors, Inc., on April 27, 2022, rejecting claims that Tesla, Inc. CEO Elon Musk breached his fiduciary duties to Tesla’s stockholders as a director and an...more

Farrell Fritz, P.C.

Management and Common Stockholder Resistance to Acquisitions, and Using Carve-Outs to Overcome It

Farrell Fritz, P.C. on

This past June, autonomous vehicle technology startup Zoox agreed to be acquired by Amazon for a whopping $1.3 billion.  Time for the common stockholders to pop the champagne, right?  Not exactly, according to a complaint...more

White & Case LLP

METI issues "Fair M&A Guidelines" and publishes an English version

White & Case LLP on

Japan's Ministry of Economy, Trade and Industry completely revised the 2007 MBO guidelines on June 28, 2019. The new guidelines, now termed "Fair M&A Guidelines," include within their scope acquisitions by controlling...more

Cadwalader, Wickersham & Taft LLP

M&A Update: Chancery Court Finds Merger Price to be Most Persuasive Factor in Appraisal Action

In a recent decision in an appraisal action, the Delaware Chancery Court reaffirmed the Court’s reluctance to substitute its own calculation of the “fair value” of a target company’s stock for the purchase price derived...more

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