Lessons From Southern Peru's Special Committee Saga

Law360, New York (January 11, 2012, 10:59 AM EST) -- The recent case of In re Southern Peru Copper Shareholder Derivative Litigation, C. A. No. 961- CS (Del. Ch. Oct. 14, 2011) demonstrates the value of an independent, well-functioning board or committee in negotiating an acquisition transaction.

A controlling stockholder sold another company it controlled to the controlled company for $3.1 billion of the controlled company’s stock (which grew to almost $3.7 billion as a result of appreciation in the controlled company’s stock between signing and closing); the Chancery Court found that the target was worth...
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