In its recent decision in Arthur Flood v. Synutra International, Inc., et al., No. 101, 2018 opinion (Del. Oct. 9, 2018), the Delaware Supreme Court clarified when an acquisition of a company by a controlling stockholder will be subject to business judgment rule review, as opposed to the more stringent entire fairness standard.  Business judgment rule review applies if, prior to the start of substantive economic negotiations, the controlling stockholder conditions its buyout offer on both approval by an independent special committee and the vote of a majority of the minority stockholders.

Read the full memo, “M&A Watch:  Delaware Resolves Ambiguity Involving Take-Private Transactions.”