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Finance, Stock Market

Apr 26, 2018

M&A Watch: Who’s the Boss? Minority Stockholders That Exercise Control

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In two recent cases, the Delaware Court of Chancery provided informative guidance on when stockholders that hold less than 50% of a corporation’s stock are nevertheless considered to be controlling stockholders. This inquiry is critical in the context of a takeover, as transactions with a controlling stockholder may be reviewed under the heightened “entire fairness” standard unless the corporation can demonstrate that it has satisfied the conditions laid out by the Delaware Supreme Court in Kahn v. M&F Worldwide Corp., in which case the transaction will be reviewed under the less stringent “business judgment” standard.

Read the full memo, Who’s the Boss? Minority Stockholders That Exercise Control.

Authors and Contributors

George Casey

Partner

Mergers & Acquisitions

+1 212 848 8787

+1 212 848 8787

New York

Scott Petepiece

Partner

Mergers & Acquisitions

+1 212 848 8576

+1 212 848 8576

New York

Robert Katz

Partner

Mergers & Acquisitions

+1 212 848 8008

+1 212 848 8008

New York

Richard Fischetti

Partner

Mergers & Acquisitions

+1 212 848 5179

+1 212 848 5179

New York

Alan S. Goudiss

Partner

Litigation

+1 212 848 4906

+1 212 848 4906

New York

K. Mallory Brennan

Partner

Litigation

+1 212 848 7657

+1 212 848 7657

New York