MFW DEFENSE AVAILABLE DESPITE CONTROL STOCKHOLDER’S REFUSAL TO NEGOTIATE WITH CREDIBLE COMPETING BIDDER
Robert S. Reder | 77 Vand. L. Rev. En Banc 39
In Smart Local Unions and Councils Pension Fund v. BridgeBio Pharma, Inc., C.A. No. 2021-1030-PAF (Del. Ch. December 29, 2022) (“BridgeBio Pharma”), the Delaware Court of Chancery (“Chancery Court”) examined the negotiation and approval process underlying a control stockholder’s buyout of minority shares via a freeze-out merger. As usually is the case in control stockholder-related litigation in Delaware, the key gating issue for Vice Chancellor Paul A. Fioravanti, Jr. was selection of the appropriate standard of judicial review.
AUTHOR:
Robert S. Reder