Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery
In Re MFW Shareholder Litigation, C.A. No. 6566-CS (Del. Ch. May 29, 2013).
Issue Addressed: What standard of review should apply to a going-private merger conditioned upfront by the controlling stockholder on approval by both a properly empowered, independent committee and an informed, uncoerced majority-of-the-minority vote.
Short Answer: When a controlling stockholder…
Gatz Properties LLC v. Auriga Capital Corp., No. 148, 2012 (Del. Supr. Nov. 7, 2012) (Per Curiam).
Issue Addressed
Delaware’s High Court held that the manager of an LLC violated a contracted-for fiduciary duty that adopted the equitable standard of entire fairness in a conflict of interest transaction between the LLC and its manager.…