Call 855-808-4530 or email [email protected] to receive your discount on a new subscription.
Following then-Vice Chancellor (now Chief Justice of the Delaware Supreme Court ) Leo E. Strine, Jr.'s May 29, 2013 decision in In re MFW Shareholders Litigation, C.A. No. 6566-CS (Del. Ch. May 29, 2013), dealmakers and their legal advisers had an important choice to make when structuring a control stockholder buyout of a publicly traded corporation. Would they simply seek approval by a special committee of independent directors, or would they also permit a majority-of-the-minority stockholder vote? This article focuses on one-step control stockholder buyouts structured as a merger; Delaware courts have traditionally applied a different standard of review when the buyout is structured with two steps , a tender offer followed by a short-form merger.
Background
In 1994, the Delaware Supreme Court ruled in Kahn v. Lynch Communications Systems, Inc., 638 A.2d 1110 (Del. 1994), that “the exclusive standard of judicial review” in a control stockholder buyout “is entire fairness,” with “[t]he initial burden of establishing entire fairness rest[ing] upon the party who stands on both sides of the transaction.” The Kahn court also ruled that “approval of the transaction by an independent committee of directors or an informed majority of minority shareholders would shift the burden of proof on the issue of fairness to the plaintiff.” [emphasis added]. Since Kahn , control stockholder buyouts generally were conditioned on approval by a special committee of independent directors, but not on a majority-of-the minority stockholder vote due (at least in part) to the leverage such a vote could give to a well-organized and vocal minority.
ENJOY UNLIMITED ACCESS TO THE SINGLE SOURCE OF OBJECTIVE LEGAL ANALYSIS, PRACTICAL INSIGHTS, AND NEWS IN ENTERTAINMENT LAW.
Already a have an account? Sign In Now Log In Now
For enterprise-wide or corporate acess, please contact Customer Service at [email protected] or 877-256-2473
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
In Rockwell v. Despart, the New York Supreme Court, Third Department, recently revisited a recurring question: When may a landowner seek judicial removal of a covenant restricting use of her land?