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- New York Adopts Delaware Standards of Review for Going Private Mergers by Controlling Shareholders
New York Adopts Delaware Standards of Review for Going-Private Mergers by Controlling Shareholders
May 6, 2016, Covington Alert
New York’s highest court, in an opinion1 issued yesterday, adopted as New York law the test established by the Delaware Supreme Court in Kahn v. M&F Worldwide Corp. (“MFW”)2 for applying the business judgment rule to the review of going-private transactions by controlling shareholders. This important decision clarifies the standards applicable to directors of New York corporations in such transactions and promotes the use of the protective majority-of-the-minority vote mechanism.
Business Judgment Rule Applies to Stockholder-Approved Transaction Involving Controlling Stockholder
February 14, 2017, Harvard Law School Forum on Corporate Governance and Financial Regulation
February 1, 2017, Covington Alert
The Delaware Court of Chancery earlier this week ruled that the protection of the business judgment rule afforded to directors involved in a change of control transaction that is approved by a majority of fully informed, disinterested stockholders—as reinforced by the Delaware Supreme Court in 2015 in Corwin v. KKR Financial Holdings LLC (discussed in our prior ...
July 12, 2016, Covington Alert
In its recent In re Volcano Corporation Stockholder Litigation decision, the Delaware Court of Chancery extended the “cleansing effect” of the majority vote of fully informed, uncoerced, and disinterested stockholders in favor of a merger not subject to the entire fairness standard—as reinforced by the Delaware Supreme Court last fall in Corwin v. KKR Financial ...