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: 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.