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Delaware Chancery affirms that entire fairness applies to a Hammons-type merger involving a control group

  • Paul, Weiss, Rifkind, Wharton & Garrison LLP
  • -
  • USA
  • -
  • April 3 2012

A recent decision by the Delaware Court of Chancery in Frank v. Elgamal held that entire fairness review would apply to a Hammons-type minority cash-out transaction, pursuant to which an affiliate of Great Point Partners acquired American Surgical Holdings, Inc

Court of Chancery permanently enjoins sale that would violate trust indentures

  • Paul, Weiss, Rifkind, Wharton & Garrison LLP
  • -
  • USA
  • -
  • March 12 2012

In In re BankAtlantic Bancorp, Inc. Litig., the Delaware Court of Chancery permanently enjoined the acquisition of BankAtlantic, a federal savings bank (“BankAtlantic”), from its bank holding company parent BankAtlantic Bancorp (“Bancorp”) by BB&T Corporation because the transaction would run afoul of the standard successor obligor provisions of the indentures related to Bancorp's trust preferred stock (“TruPS”

Control premium may violate charter prohibition on disparate merger consideration in dual class stock context

  • Paul, Weiss, Rifkind, Wharton & Garrison LLP
  • -
  • USA
  • -
  • March 9 2012

Under Delaware law, a controlling stockholder owes minimal duties to the minority stockholders

Delaware Chancery Court addresses standards of review in controlling stockholder freezeouts

  • Paul, Weiss, Rifkind, Wharton & Garrison LLP
  • -
  • USA
  • -
  • May 28 2010

In In re CNX Gas Corp Shareholders Litigation, the Delaware Court of Chancery addressed the standard of review applicable to controlling stockholder freezeouts