Del. Enhances Post-Merger Defense For Directors, Advisers

Law360, New York (May 10, 2016, 11:12 AM EDT) -- Ethan A. Klingsberg

Meredith E. Kotler

Darryl G. Stein On May 6, the Delaware Supreme Court issued an order that sets forth concisely the contours of the defendant-favorable standards for determining liability of directors and their advisers following the closing of sales of control of companies. These standards are available, however, only following an uncoerced and informed approval of the sale by the target stockholders, including a majority of the disinterested holders. Thus, while the order clarifies a road map (set forth recently in Corwin v. KKR) for obtaining easy dismissal of post-merger damages claims against directors and advisers, the need...

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