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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 again upholds “sign and consent” structure under Omnicare and board action under Revlon

Paul, Weiss, Rifkind, Wharton & Garrison LLP
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USA
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October 6 2011

In the recent In re OPENLANE decision, the Delaware Chancery Court again confirmed the use of the “sign and consent” method to address restrictions against a fully locked-up merger transaction set forth in the Delaware Supreme Court’s 2003 Omnicare v. NCS Healthcare decision

Delaware Court of Chancery applies Revlon standard to half cash, half stock merger

Paul, Weiss, Rifkind, Wharton & Garrison LLP
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USA
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May 26 2011

On May 20th, the Delaware Court of Chancery denied a motion to enjoin preliminarily a merger in which the stockholders of Smurfit-Stone Container Corporation will receive 50 cash and 50 Rock-Tenn Company stock in exchange for their shares of Smurfit-Stone

Delaware Court of Chancery enjoins merger pending additional disclosures regarding financial advisory contingency fee and management employment negotiations

Paul, Weiss, Rifkind, Wharton & Garrison LLP
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USA
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March 9 2011

On March 4, the Delaware Court of Chancery granted a limited injunction delaying the stockholder vote on a $3.1 billion all-cash merger transaction between Atheros Communications, Inc. and a subsidiary of Qualcomm, Inc. for the purpose of requiring Atheros to remedy certain incomplete or misleading disclosures in its proxy statement

Delaware court gives guidance on top-up option process and structure

Paul, Weiss, Rifkind, Wharton & Garrison LLP
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USA
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March 2 2011

n a series of recent opinions and bench rulings, the Olson v. ev3 decision being the latest, the Delaware Court of Chancery has approved the use of the top-up option and discussed a number of necessary process points and features for these devices

Delaware Court of Chancery halts Del Monte merger based on financial advisor conflicts

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

On February 14, Vice Chancellor Laster temporarily enjoined the stockholder vote on the proposed buyout of Del Monte Foods Company

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