Advice For Controlling Stockholder In 3rd-Party Merger

Law360, New York (October 9, 2012, 1:52 PM EDT) -- When a company with a controlling stockholder seeks to sell itself to a third party, the rights of the controlling stockholder and its obligations to minority stockholders are not always clear, tempting plaintiffs to test the boundaries of the controlling stockholder’s duties. The Delaware Chancery Court's decision in the latest such case, In re Synthes, Inc. S’holder Litigation (Del. Ch. Aug. 17, 2012), helps both controlling stockholders of Delaware corporations and the boards of the companies they control to understand the appropriate role of a controlling...
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