Excerpt from Practical Guidance

Limitations Of Section 251(h)

Law360, New York (April 8, 2014, 4:17 PM EDT) -- In August 2013, an amendment to the Delaware General Corporation Law went into effect that significantly alters the process for back-end mergers after a tender offer closes. Under new Section 251(h), a publicly traded Delaware corporation is not required to obtain a stockholder vote to effect a back-end merger if a buyer acquires in a tender offer that percentage of shares that would have been necessary to adopt the merger agreement (typically 50 percent plus one share). Other conditions that must be met are the following:...

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