April 03, 2018
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Since its adoption in 2013, parties have been using a two-step merger structure facilitated by §251(h) of Delaware’s General Corporation Law (the DGCL) as a means of avoiding the requirement of calling a special meeting of stockholders, thereby reducing the time between signing and closing a transaction. A recently proposed amendment to §262 of the DGCL would eliminate an inconsistency that has persisted in the treatment of dissenters’ appraisal rights in long-form mergers and two-step transactions. Will these changes make two-step transactions under §251(h) even more attractive to dealmakers going forward?