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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
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USA
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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
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USA
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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
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USA
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March 9 2012

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

Delaware Chancery Court holds that controlling shareholder transaction fails entire fairness review; awards $1.263 billion in damages

Paul, Weiss, Rifkind, Wharton & Garrison LLP
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USA
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October 18 2011

In the recent In re Southern Peru Copper Corp. Derivative Litigation, C.A. No. 961-CS (Del. Ch. Oct. 14, 2011) decision, the Delaware Court of Chancery (Chancellor Strine) awarded $1.263 billion in damages (plus interest from the merger date to judgment and payment) after finding that the acquisition of Minera Mexico, S.A. de C.V. by Southern Peru Copper Corporation in a controlling stockholder transaction failed to satisfy the entire fairness standard of review

Delaware Chancery Court addresses standards of review in controlling stockholder freezeouts

Paul, Weiss, Rifkind, Wharton & Garrison LLP
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USA
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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

Delaware chancery upholds 4.99 poison pill

Paul, Weiss, Rifkind, Wharton & Garrison LLP
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USA
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March 5 2010

In the recent Selectica v. Versata decision, the Delaware Chancery Court reiterated well established law upholding garden-variety poison pills and applied those concepts to a different type of pill that carries a low trigger threshold of 4.99 designed to protect a company’s tax net operating loss carryforwards (NOLs

Search results

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

Court of Chancery permanently enjoins sale that would violate trust indentures

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

Delaware Chancery Court holds that controlling shareholder transaction fails entire fairness review; awards $1.263 billion in damages

Delaware Chancery Court addresses standards of review in controlling stockholder freezeouts

Delaware chancery upholds 4.99 poison pill

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