Wachtell on Controlling Shareholders and the Business Judgment Rule in Going Private Merger Transactions

The Delaware Court of Chancery this week held that the use of both an independent special committee and a majority-of-the-minority vote condition in a go-private merger between a controlled company and its controlling stockholder will result in application of the … Read more

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Editor's Tweet: Wachtell Discusses Court of Chancery's Application of the Business Judgment Rule to Controlling Stockholder Mergers http://wp.me/p2Xx5U-11H

Wachtell Lipton Discusses Proposed Amendments to Delaware Law that Would Facilitate Tender Offer Structures

The Delaware bar has recently proposed an amendment to the Delaware General Corporation Law that is likely to facilitate the use of tender offer structures, especially in private equity deals.  The new proposed Section 251(h), which is expected to be … Read more

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Editor's Tweet: Wachtell Lipton Discusses Proposed Amendments to Delaware Law that Would Facilitate Tender Offer Structures

“Don’t Ask, Don’t Waive Standstills” Revisited (Rapidly)

In a second Chancery transcript ruling on the subject in recent weeks, Chancellor Leo E. Strine, Jr. has made clear that Delaware has no per se rule against “Don’t Ask, Don’t Waive” standstill provisions (which prohibit a party subject to … Read more

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Editor's Tweet: Wachtell Lipton partners opine on Delaware's two recent rulings on "Don't Ask, Don't Waive" provisions (Ancestry.com and Complete Genomics)