The Delaware Court of Chancery, in In re Homefed Corp. Stockholder Litigation, C.A. No. 2019-0592-AGB (consol.), memo. op. (Del. Ch. July 13, 2020), rejects application of business judgment review to a squeeze-out merger where the controlling stockholder imposed conditions under M&F Worldwide after stopping and restarting special-committee negotiations and after allegedly negotiating price with a large minority holder.
NEW: Gray Reed discusses the decision in Controlling Stockholder’s Discussions with Minority Stockholders Results in Application of Entire Fairness Standard.
K&L Gates discusses the decision in Chancery Court Clarifies MFW Protections Must Be Implemented Prior to Any Substantive Economic Negotiations.
Cadwalader discusses the decision in Delaware Court of Chancery Further Clarifies the “Ab Initio” Requirement in Finding That Discussions Between the Controlling Stockholder and a Minority Stockholder Precluded the Application of MFW.
Morris James discusses the decision in Entire Fairness Standard Applies Where Controller Has Substantive Discussions with Minority Stockholders before Agreeing to MFW Protections.
Fried Frank discusses the decision in Decision Highlights Risk a Controller’s Direct Discussions With Minority Stockholders May Render MFW Unavailable – In re HomeFed.
Stinson discusses the decision in Homefed: MFW Conditions Not Timely Implemented.
Frank Reynolds discusses the decision in Delaware Chancellor won’t dismiss HomeFed merger challenge where protections weren’t ab initio.
$$$ Law360 discusses the decision in Chancery Won’t Toss $189M Jefferies-HomeFed Merger Suit.