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Delaware Chancery Court Extends “Cleansing Effect” of Stockholder Approval Under KKR to Two-Step Acquisition Structure

Posted by on Thursday, July 21, 2016 in Delaware Corporate Law Bulletins, En Banc, Essays.

Delaware Chancery Court Extends “Cleansing Effect” of Stockholder Approval Under KKR to Two-Step Acquisition Structure

ABSTRACT

Court finds stockholder tender of majority shares in first step of DGCL §251(h) merger equivalent to stockholder vote in one-step merger.

Dismisses breach of fiduciary duty claim against target board and related aiding and abetting claim against its financial advisor.

AUTHOR

Robert S. Reder
Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank, Tweed, Hadley & McCloy LLP in New York City since his retirement as a partner in April 2011.