The Delaware Court of Chancery, in In re Coty, Inc. Stockholder Litigation, C.A. No. 2019-0336-AGB (consol.), memo. op. (Del. Ch. Aug. 17, 2020), declined to dismiss stockholder breach of fiduciary duty claims challenging a tender off through which a 40% stockholder increased its ownership to 60%, rejecting the argument that plaintiff’s assertion that defendant was a de facto controller before it increased its stake precluded harm to minority holders when defendant obtained a majority of the company’s stock.
NEW: Shearman & Sterling discusses the decision in Delaware Court of Chancery Denies Motion to Dismiss Claims Regarding Alleged Controller’s Tender Offer as the “Abstention Principle” is “Not Absolute” and a De Facto Controller May Obtain Additional Benefits From Mathematical Control.
$$$ Law360 discusses the decision in Coty, JAB Can’t Ditch Del. Investor Suit Over $1.7B Deal.