Chancery Dismisses Claims That a Merger Involved a Conflicted Controller but Allows Limited Discovery Into Alleged Disclosure Violation
By EsqSocial Corporation 17/04/25
Whether a party is a controlling stockholder in a conflicted transaction determines the standard of review. If a stockholder owns more than 50% of the voting shares and therefore can control the board, there is no question it is a controlling stockholder. If the stockholder owns a large block but less than a majority, then whether it is a controlling stockholder is context dependent. Originally published in ALM's Delaware Business Court Insider....
By: Morris James LLP