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Recent Developments in Delaware Law Concerning Standards of Judicial Review in Going Private Transactions ( February 2005 )
In the past twenty years, Delaware's corporate law jurisprudence, particularly in the area of directors' fiduciary duties, has been transformed by the significant increase in hostile corporate takeovers, anti-takeover defensive measures, and merger and acquisition activity in general. Among other things, the last two decades witnessed refinements to the standards of judicial review traditionally used in evaluating claims that directors had breached their fiduciary duties, the advent of new standards of judicial review, and a proliferation of burden shifting doctrines, multi-part tests, and other rules governing judicial review of fiduciary duty claims. -
Going-Private Transactions: Delaware's Analysis of Mergers and Tender Offers Involving Controlling Shareholders ( December 2003 )
While many companies obtained the IPO "brass ring" in the capital markets' most recent expansion, today many public companies are returning that prize by going private. The following discussion explores (i) the factors many public companies consider for going private, (ii) the predominant going-private transaction structures, and (iii) the fiduciary duties imposed by Delaware courts on boards evaluating such transactions involving controlling shareholders. -
Delaware Court Enjoins Supermajority Bylaw Adopted During Contest For Control ( June 2000 )
This article discusses a Delaware Court decision that enjoined a bylaw amendment requiring a supermajority vote of its shareholders to amend the bylaws adopted during a contest for control. -
Del. Ch. Strikes Down Defensive Supermajority Bylaw As Disproportionate to Threat Posed by Hostile Takeover ( March 2000 )
The Delaware Chancery Court recently struck down a supermajority bylaw adopted by a board of directors as a defensi. -
Tender Offer Enjoined To Preserve Noteholders' Rights ( February 2000 )
This article discusses the Federated Strategic Income Fund v. Mechala Group Jamaica Ltd. decision whereby the issue of tender offers is reviewed.
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