Synthes-is: Answers On Controlling Stockholder Liquidity

Law360, New York (October 29, 2012, 12:58 PM EDT) -- The long-held view of deal practitioners has been that, absent differential consideration or a rollover of all or a part of its shares, the size of a significant stockholder’s stake in a target should not affect its (and its affiliated directors’) ability to participate in a sale process or represent a conflict of interest that requires specific procedural protections.

In late 2011, the Delaware Chancery Court issued the infoGroup decision, followed by the Answers decision in early 2012, the combination of which raised some level of...
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