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MFW FRAMEWORK REQUIRES MAJORITY-OF-MINORITY STOCKHOLDER APPROVAL EVEN WHEN CONTROLLER STRUCTURES TRANSACTION TO AVOID STATUTORY STOCKHOLDER VOTE

Posted by on Thursday, May 12, 2022 in Delaware Corporate Law Bulletins, En Banc, Volume 75.

Robert S. Reder | 75 Vand. L. Rev. En Banc 157 (2022) |

In Berteau v. Glazek, C.A. No. 2020-0873-PAF (Del. Ch. June 30, 2021) (“Berteau”), Vice Chancellor Paul A. Fioravanti, Jr. of the Delaware Court of Chancery (“Chancery Court”) confronted a “novel,” but ultimately “unpersuasive,” theory concerning the judicial standard of review applicable to a corporate merger involving a controlling stockholder on both sides of the transaction. It goes without saying that mergers involving conflicted control stockholders are the most heavily litigated and judicially scrutinized of all M&A transactions.

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AUTHOR:

Robert S. Reder