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 approved by the legislature and governor with an effective date of August 1, would permit inclusion of a provision in a merger agreement eliminating the need for a stockholder meeting to approve a second-step merger following a tender offer, so long as the buyer acquires sufficient shares in the tender offer to approve the merger (i.e., 50% of the outstanding … Read more

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