standard of review

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

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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

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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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