Analyzes the ramifications in the decision of the Delaware Supreme Court in Glassman versus Unocal Exploration Corp. case, which covers on short-form merger issues in Delaware. Remedy available to a minority stockholder who objects to a short-form merger; Policy when fraud is perpetrated in the ...
CONTENT: SHORT-FORM MERGERS IN DELAWARE This article analyzes the ramifications of the Delaware Supreme Court's decision in Glassman v. Unocal Exploration Corp. that limited a minority shareholder's remedy in the short-form merger context normally to that of appraisal. This de... BMI Steinberg ...
First Citizens BancShares, Inc., 99 A.3d 229, 241 (Del. Ch. 2014) ("That the Board adopted [a bylaw] on an allegedly 'cloudy' day when it entered into the merger agreement with FC South rather than on a 'clear' day is immaterial given the lack of any well-pled allegations . ....
The controlling stockholder of a company recently emerged from economic challenge seeks to buy out the remaining common stock through a tender offer and short-form merger. The stockholder seeks to preliminar- ily enjoin the closing of the tender offer based on alleged deficiencies in the tender off...
As anyone who studies at least a little railroad history is well aware, the Pennsylvania Railroad was one of the most powerful companies of its time nearly until its merger with the New York Central in 1968 to form the Penn Central.
(b) a sale resulting in no less than a majority of the Voting Shares being held by a Person other than a Member who was a Member immediately prior to the sale; or (c) a merger, consolidation, recapitalization, or reorganization of the Company with or into a Person that results in the...
See Art. 2473(1) c.c., according to which quotaholders are in any case entitled to exit in the following cases: change of the corporate purpose or form, merger, division, revocation of the company’s winding up, removal of one or more causes of withdrawal, transfer of the registered of...
Delaware Court: In Most Cases Appraisal is the Exclusive Remedy With Regard to a Short Form MergerRennieSheldon K
Unocal Exploration Corp., regarding the fiduciary duty of a controlling shareholder to establish the entire fairness of a short-form merger. Background on Section 253 of the Delaware General Corporation Law; Designation of a parent corporation and its directors undertaking a short-form merger under ...
As a result, the court secured the position of the tender offer followed by a short-form merger as the most favorable transaction for controlling shareholders seeking to acquire the outstanding shares of its subsidiary.EBSCO_bspDelaware Journal of Corporate Law...