M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

A Member of the Law Professor Blogs Network

Friday, May 28, 2010

Richards Layton on Freeze-outs

Richards Layton just released this client alert on In re CNX Gas Corp. Shareholders Litigation, in which the Delaware Chancery Court attempts to clarify the standard applicable to controlling stockholder freeze-outs (a first-step tender offer followed by a second-step short-form merger).  In short, the Court held that the presumption of the business judgment rule applies to a controlling stockholder freeze out only if the first-step tender offer is both

(i) negotiated and recommended by a special committee of independent directors and

(ii) conditioned on a majority-of-the-minority tender or vote.

MAW

http://lawprofessors.typepad.com/mergers/2010/05/richards-layton-on-freezeouts.html

Deals, Delaware, Going-Privates, Leveraged Buy-Outs, Litigation, Management Buy-Outs, Mergers, Takeovers, Tender Offer, Transactions | Permalink

TrackBack URL for this entry:

http://www.typepad.com/services/trackback/6a00d8341bfae553ef0133ef330935970b

Listed below are links to weblogs that reference Richards Layton on Freeze-outs:

Comments

Post a comment