The Ongoing Impact Of Del. Courts On US M&A

Law360, New York (February 7, 2013, 12:04 PM EST) -- The past year of M&A litigation in Delaware resulted in several decisions with important implications for parties engaging in or advising on M&A transactions.

Controlling Stockholder Transactions

The 2012 Delaware Supreme Court opinion in Americas Mining Corporation v. Theriault provides dramatic evidence of the risks inherent in transactions in which a controlling stockholder stands on both sides of a transaction, thus implicating the entire fairness standard of review. In Americas Mining, the Supreme Court affirmed post-trial findings that “a focused, aggressive controller” extracted a deal that...
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