A Judge With the Confidence to Go in New Directions

Bill Allen was an extraordinary person – a great judge who recalibrated Delaware fiduciary law at a critical junction in its history; an enthusiastic and enlightening teacher who engaged with students who were not even born when he had already written Time/Warner, Caremark, and Interco; a convivial lunch companion despite his intellectually rigorous approach to law and life; a person of rock-ribbed integrity but also compassion; and, certainly not least,  a loving and well-loved husband and father.  And he was a true stoic – achieving all this while dealing with  difficult medical issues.  His courage extended to never … Read more

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 deferential business judgment rule standard of review rather than the onerous entire fairness standard.  In re MFW S’holders Litig., C.A. No. 6566-CS (Del. Ch. May 29, 2013).

The case arose out of a stockholder challenge to a merger in which MacAndrews & Forbes acquired the 57% of M&F Worldwide it did not already own.  The transaction was subject to … 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