On April 4, 2024, the Delaware Supreme Court issued a much-anticipated decision, In re Match Group Derivative Litigation (“In re Match Group”), extending the MFW doctrine more broadly to all conflicted controller...more
In a recent decision, the Delaware Supreme Court clarified the proper standard to apply to a non-freeze-out merger transaction involving a controlling stockholder. Litigators who practice in the Delaware Court of Chancery are...more
The Situation: When the Delaware Supreme Court decided Kahn v. M&F Worldwide Corp. (MFW) in 2014 (88 A.3d 635 (Del. 2014)), it provided a pathway for business judgment review for "freeze-out" merger transactions involving...more
In 2014, the Delaware Supreme Court held in Kahn v. M&F Worldwide Corp. (“MFW”) that a court will apply the entire fairness standard of review to freeze-out merger transactions between a controlled corporation and its...more
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
On April 4, 2024, in an opinion authored by Chief Justice Collins J. Seitz, Jr., the Supreme Court of Delaware sitting en banc held that the framework articulated in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014)...more
On April 4, 2024, the Delaware Supreme Court issued its opinion in In re Match Group, Inc. Derivative Litigation, clarifying that the heightened entire fairness standard of review applies to judicial review of any transaction...more
When a closely-held business is profitable, self-interested owners naturally want a bigger slice of the pie, especially where the personal relationships among the owners are frayed. Perhaps that’s why we often discuss the...more
The corporation of which you are a shareholder just sent you notice that it plans to merge with another corporation. And although the other existing shareholders will have their shares exchanged for shares of the new...more
Over its three-decade rise to the closely-held business entity of choice, the Limited Liability Company has won a special place in our hearts. The majority of disputes we litigate and blog about concern ownership of or...more
In this past year, we saw an uptick in in-person court proceedings as the effects of the pandemic subsided, a decrease in pandemic-related litigation, and a return to many of the core issues facing Delaware companies...more
In Cellular Telephone Partnership Litigation, C.A. No. 6885-CVL, the Chancery Court held that AT&T breached its duty of loyalty to its minority partners when it enacted a Freeze-Out transaction that dissolved a cellular...more
In an earlier post, I offered a broader-than-usual overview of certain key rights that a minority owner holds in a closely-held business: the right to vote on company action, the right to inspect books and records, the right...more
Dealing with – or being – a minority shareholder can be problematic, and friction between majority and minority owners is not uncommon. The majority owner may find itself hamstrung in its efforts to conduct business by the...more
Most folks associate beer with pleasure. Many craft brewers will tell you they went into business for that reason: to make themselves and others happy (and, oh yeah, make money). ...more
In Farro v. Schochet, the Second Department recently held that §1002 of the NY LLC Law restricted a dissenting member’s remedy to an appraisal for the fair value of his interest in the business after a freeze-out merger....more
In last week’s New York Business Divorce, Peter Mahler wrote about an important new decision with far-reaching implications for New York LLC owners....more
As we have noted in previous posts, it can become critical for the majority owner of a private company to remove a business partner who holds a minority ownership stake in the business and who is causing major dysfunction in...more
I’ve represented clients on both sides of freeze-out mergers of privately owned business entities, so I’m very familiar with their uses, misuses, potential advantages, and potential disadvantages to both freeze-ors and...more
Our previous posts have stressed the critical importance of buy-sell agreements for both majority owners and minority investors in private companies. For majority owners, securing a buy-sell agreement avoids the potential of...more
Over the years, we’ve written a lot about limited partnership, corporation, and LLC “fair value” appraisal proceedings....more
How can majority business owners legally rid themselves of a problematic minority owner? Not by transferring the business’s assets to another entity for no consideration. ...more
Recent Delaware court decisions have underscored the value of procedural safeguards in controlling stockholder transactions—which, at least when involving minority freeze-outs, historically were subject to entire fairness...more
Four recent developments in Delaware law reduce the liability exposure of corporate boards and controlling stockholders in merger transactions, and also benefit minority stockholders. Together, these developments clarify the...more
In the initial week of the Trump Administration, a lot has happened and more changes are planned. Here are the highlights from Week One: Confirmation Hearings - Confirmation hearings were conducted for Scott Pruitt...more