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Chancellor Strine Creates Path for Business Judgment Rule Review of Controlling Stockholder-Led Buyouts
Dealmakers and their legal advisers have an important choice to make when structuring a controlling stockholder-led buyout. The first alternative is a long-form merger of the controlled corporation, requiring both controlled company board approval and a positive vote of stockholders (a “one-step transaction“). Under the second alternative, the controlling stockholder launches a tender offer for the controlled corporation's publicly held shares which, if successful in bringing the controlling stockholder's ownership level to at least 90%, is followed by a short-from merger in which the approval of neither the board nor the stockholders of the controlled corporation is required (a “two-step transaction“). The larger the percentage ownership of the controlling stockholder, the more likely it is to choose the two-step approach. The Delaware courts traditionally have applied quite different standards of review to these two transactions.
Historical Perspective
One-Step Transactions
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Yachts, Jets, Horses & Hooch: Specialized Commercial Leasing Models
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Risks and Ad Fraud Protection In Digital Advertising
The ever-evolving digital marketing landscape, coupled with the industry-wide adoption of programmatic advertising, poses a significant threat to the effectiveness and integrity of digital advertising campaigns. This article explores various risks to digital advertising from pixel stuffing and ad stacking to domain spoofing and bots. It will also explore what should be done to ensure ad fraud protection and improve effectiveness.
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