Del. Stock Swap Ruling Signals Shift On Biz Judgment Review

Law360 (July 21, 2020, 6:15 PM EDT) -- The Delaware Chancery Court's June 11 decision In re: Dell Technologies Inc. Class V Stockholders Litigation can be viewed as a routine decision analyzing the prerequisites set down in its 2014 decision in Kahn v. M&F Worldwide Corp., or MFW, to post-closing review of a transaction proposed by a controlled company under the deferential business judgment standard.

We would suggest, however, that possibly the opinion should be read more generally as indicating that going forward the court may apply a more restrictive approach to the availability of business judgment review of challenged transactions under MFW and, in the noncontrolled company context, under...

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