The Delaware Court of Chancery, in In re Dell Technologies, Inc. Class V Stockholders Litigation, C.A. No. 2018-0816-JTL (consol.), memo. op. (Del. Ch. June 11, 2020), declined to dismiss breach of fiduciary duty claims challenging a transaction purportedly structured in accordance with M&F Worldwide, finding that the special committee formed to consider the transaction was bypassed, and that an aspect of the transaction what would require conversion of shares was coercive.
NEW: K&L Gates discusses the decision in Delaware Court of Chancery Rejects Business Judgment Rule Protection For Stockholder-Negotiated Redemption.
Sheppard Mullin discusses the decision in Board Guidance: Getting To Business Judgment Rule Deference When You Have A Controlling Stockholder.
Ann Lipton discusses the decision in Judicial Primacy.
Freshfields discusses the decision in Chancery Court Denies Motion to Dismiss and Application of MFW Safe Harbor.
UCLA Law’s Professor Stephen Bainbridge discusses the decision in VC Laster’s Dell Decision Gives a Very Director Primacy Spin on MFW.
Pepper Hamilton discusses the decision in MFW Pitfalls: Bypassing the Special Committee and Pursuing Detrimental Alternatives.
Morris James discusses the decision in In New Dell Decision, Special Committee’s Narrow Mandate, Company’s Decision to Bypass Committee and Impermissible “Coercion” Prevent Dismissal Under MFW.
Mark S. Nelson discusses the decision in Coercion factors heavily into decision that entire fairness, not MFW, applied to Dell-VM Ware consolidation.
Pepper Hamilton discusses the decision in MFW Pitfalls: Bypassing the Special Committee and Retaining Authority to Pursue Detrimental Alternatives.
$$$ Law360 discusses the decision in Chancery Keeps $24B Dell Stock Swap Suit Alive.
$$$ Reuters discusses the decision in Delaware Chancery gives green light to lawsuit over Dell’s VMware deal.