O’Melveny discusses Delaware Supreme Court Confirming Business Judgment Standard For Fully Informed, Uncoerced Stockholder Vote

On May 6, 2016, in Singh v. Attenborough, No. 645, the Delaware Supreme Court strengthened the defenses available to directors by clarifying a roadmap for effectively dismissing post-closing claims for breach of fiduciary duty.  A fully informed, uncoerced vote …

Intrapreneurship

In the paper “Intrapreneurship,” recently made available on SSRN, I turn my focus from startups/entrepreneurship to innovation inside large corporations, or intrapreneurship. I examine both traditional intrapreneurship, or innovation taking place inside large corporations, and corporate venture capital, where …

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

On May 29, 2013, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery issued an important decision that lays the foundation for controlling stockholders to pursue going-private merger transactions with the comfort that, if certain conditions are met,

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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 …

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