The Delaware Chancery Court refused to enjoin a merger, despite the fact that the sales process did not include customary features such as a fairness opinion or fiduciary out and the merger was approved within one day of the execution of the merger agreement by a written consent of the majority of the stockholders. In so ruling, the court reaffirmed Delaware's longstanding refusal to impose a mandatory checklist of merger features. The court's decision was guided by a finding that the board of directors was independent, possessed of "impeccable knowledge" of the company's business and actively involved in the merger negotiations on a detailed and informed basis.
In re OPENLANE, Inc. S'holders Litig., C.A. No. 6849-VCN (Del. Ch. Ct. Sept. 30, 2011).