Kahn v. M&F Worldwide Corp.
DE Supreme Court affirms use of business judgment review where controlling stockholder buyout includes two procedural protections for minority and finds valuations from independent financial advisor confirmed merger was favorable to minority stockholders.
In re MFW Shareholders Litig.
DE Chancery adopts business judgment review standard where controlling stockholder buyout includes two procedural protections for minority and finds valuations from independent financial advisor demonstrate merger was favorable to minority stockholders.
Short-form Merger Not Subject to 'Entire Fairness' Standard
In this class action, plaintiffs, who were minority shareholders of a subsidiary corporation, Unocal Exploration Corp., filed suit against the parent corporation, Unocal, and its directors.
Glassman v. Unocal Exploration Corp.
At issue is the fiduciary duties owed by a parent corporation to the subsidiary’s minority stockholders in the context of a "short-form" merger.
Protect clients against liability in buyout deals
I never cease to be amazed at the huge damage awards in breach of fiduciary duty liability suits in conjunction with company buyouts. Most of these awards could have been prevented. Last issue we ha ...
Adjudicating statutory appraisal and breach of fiduciary duty valuations
Vice Chancellor Jack B. Jacobs has served on the Delaware Court of Chancery for 14 years, and has written many widely quoted opinions in shareholder dispute cases. In this interview, he offers some ...
'Entire Fairness' Needed for Exclusive Appraisal Remedy
Judge Jacobs denied a motion for summary judgment to dismiss a class action suit and allow plaintiffs only the appraisal remedy.
Seagraves v. Urstadt Property
At issue is the plaintiffs claim that the PUMG directors breached their fiduciary duties by engaging in unfair dealing and by violating their duty of disclosure in connection with the merger.