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May 09, 2016

New York Follows Delaware, Applies Business Judgment Rule to Going-Private Mergers

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On May 5, 2016, the New York Court of Appeals ruled that courts should apply the business judgment rule in shareholder lawsuits challenging going-private mergers, as long as shareholders were adequately protected—a decision that expressly follows the approach of the Delaware Supreme Court in its seminal case, Kahn et al. v. M&F Worldwide, 88 A.3d 635 (Del. 2014) (“MFW”). In the Matter of Kenneth Cole Productions Inc. S’holder Litig., No. 54, 2016 WL 2350133 (N.Y. May 5,2016) (“KCP”). KCP marks the first time that New York’s highest court determined that the business judgment rule should apply in such situations.

View full memo, New York Follows Delaware, Applies Business Judgment Rule to Going-Private Mergers

Authors and Contributors

Paula Howell Anderson

Partner

Litigation

+1 212 848 7727

+1 212 848 7727

New York

George Casey

Partner

Mergers & Acquisitions

+1 212 848 8787

+1 212 848 8787

New York

Agnès Dunogué

Partner

Litigation

+1 212 848 5257

+1 212 848 5257

New York

Alan S. Goudiss

Partner

Litigation

+1 212 848 4906

+1 212 848 4906

New York

Adam Hakki

Partner

Litigation

+1 212 848 4924

+1 212 848 4924

New York

Scott Petepiece

Partner

Mergers & Acquisitions

+1 212 848 8576

+1 212 848 8576

New York