The Delaware Court of Chancery, in Jim Gilbert, et al. v. Ezra Perlman, et al. [Connecture], C.A. No. 2018-0453-SG, memo. op. (Del. Ch. Apr. 29, 2020), finds it not reasonably conceivable that minority stockholder defendants acted with a majority holder as a control group to take a company private based on their agreement to roll over their equity, where majority holder did not give up control to the minority holders to obtain their assistance.
NEW: Morris James discusses the decision in Chancery Dismisses Claims that Minority Stockholders who Rolled Over Equity in a Controlling Stockholder Merger Joined a “Control Group”.
Frank Reynolds discusses the decision in Chancery says no controller fiduciary liability for chairman who wasn’t in buyout control group.
Tulane Law’s Professor Ann Lipton discusses the decision in Who’s a Controlling Stockholder: A New Twist.
Duane Morris discusses the decision in A Stockholder Owes No Fiduciary Duties When It Is Not In Control [Group].
Paul Weiss discusses the decision in Delaware Court of Chancery Clarifies When Minority, Rollover Stockholders Become Controllers in a Take-Private Transaction.