Shareholders, Going-Private Transactions, Board of Directors

Delaware Amends DGCL Section 144 to Add Safe Harbors for Interested and Controlling Stockholder Transactions

Benesch on 4/10/2025

On March 25, 2025, the governor of Delaware signed into law significant changes to Section 144 of the Delaware General Corporation Law (“DGCL”). The changes provide safe harbors to Boards of Directors and controlling...more

Delaware Court of Chancery Restricts Board’s Ability to Subject Former Shareholders to New Bylaws

Katten Muchin Rosenman LLP on 3/26/2015

The Delaware Court of Chancery recently held, in a case of first impression, that a non-reciprocal fee-shifting bylaw cannot be applied to a claim brought by a former shareholder who had been cashed out of the company before...more

More “Broken Windows”: SEC Charges Schedule 13D Filers with Disclosure Violations for Failing to Update Ownership Reports

Mintz - Securities & Capital Markets... on 3/24/2015

When a significant stockholder in a publicly-held company is considering plans to take the company private, how soon must the stockholder disclose those plans in a Schedule 13D filing?...more

Top 5 Delaware Case Developments in 2013 for M&A Practitioners

Akin Gump Strauss Hauer & Feld LLP on 1/22/2014

During 2013, in addition to the important changes to the Delaware General Corporation Law (“DGCL”) and the Limited Liability Company Act, described here, the Delaware courts issued a number of decisions that have a direct...more

Delaware Chancery Court Establishes Procedural Framework for Obtaining Business Judgment Review for Going Private Transaction...

Sheppard Mullin Richter & Hampton LLP on 6/26/2013

In In re MFW Shareholder Litigation, C.A. No. 6566-CS, 2013 WL 2436341 (Del. Ch. May 29, 2013), the Delaware Court of Chancery analyzed one of the most important open questions of Delaware corporate law: whether it is...more

Revlon “Ring-Fencing” Settlement: Greater Risk Of SEC Enforcement Activity In Going Private Transactions?

Perkins Coie on 6/24/2013

On June 13, 2013, the Securities and Exchange Commission announced the settlement of administrative proceedings against Revlon, Inc. In the settlement order, the SEC asserted that the company hid information regarding a 2009...more

"Delaware Court of Chancery Applies Business Judgment Rule to a Going-Private Merger"

Skadden, Arps, Slate, Meagher & Flom LLP on 5/31/2013

In a decision with important implications for structuring going-private transactions, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery this week applied the business judgment rule — not the more rigorous entire...more

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