News Tag: fairness opinions


Merger valuation disclosures were adequate. Chancery applies business judgment rule to breach of fiduciary duty action

The business judgment rule has featured prominently in a number of recent breach of fiduciary duty cases in front of the Delaware Court of Chancery. Under the rule, the court must not interfere in a transaction if a majority of the minority shareholders approved the deal and the vote was “uncoerced and fully informed.” Read more >>

Defense expert testimony supports ESOP valuation and fairness opinions

A recent ESOP decision involving allegations of breach of fiduciary duty and engaging in a prohibited transaction turned on whether the ESOP trustee’s financial advisor had performed proper due diligence and issued defensible fairness and valuation analyses. Read more >>

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