26Aug
Entire Fairness Standard Applies Where Controller Has Substantive Discussions with Minority Stockholders before Agreeing to MFW Protections
In re HomeFed Corporation Stockholder Litigation, C.A. 2019-0592-AGB (Del. Ch. July 13, 2020) - This case illustrates that the Court of Chancery will apply the entire fairness standard to review a squeeze-out merger by a controller, if the controller engages in substantive economic discussions before the company has enacted the procedural protections outlined in Kahn v. M & F Worldwide Corp, 88 A.3d 635 (Del. 2014) (“MFW”) that would permit business judgment review. In this case, Jefferies...
By:
Morris James LLP
Related
For the first time in 15 years, the Supreme Judicial Court (“SJC”), Massachusetts’ highest court,...
Read More >
Rhode Island is the latest state to jump on the bandwagon of limiting the application of non-compete...
Read More >
Indemnification clauses are ubiquitous in commercial agreements of all types. In the M&A context, in...
Read More >
On Friday, January 10, 2020, Chief United States District Judge Kimberly Mueller of the Eastern Dist...
Read More >
Railroad Company Refuses to Allow Employee Who Once Had Brain Tumor to Return to Work as Custodian, ...
Read More >
The use of net asset value finance by private equity firms has spiked under COVID-19 as managers exp...
Read More >