Lamb on the Unified Standard

Former Vice Chancellor Lamb comments on the "unified standard" of review for freezeout transactions in the most recent Directorship:

... for the time being, the law in this area remains unsettled, and controlling stockholders who are considering a freezeout must continue to weigh the risk of entire-fairness review against the transactional uncertainty introduced by empowering a special committee to negotiate the controlling stockholder's proposal and even block any further acquisition of shares by it through the implementation of a poison pill. 

-bjmq