Private equity partner Jason Freedman (San Francisco) and associate Marc Migliazzo (Boston) co-authored an article examining a recent Delaware Court of Chancery’s ruling in post-closing damages litigation. The court held that entire fairness is the appropriate standard of review when evaluating a two-step transaction with a controlling stockholder where the necessary conditions for obtaining business judgment deference established by the Delaware Supreme Court in Kahn v. M&F Worldwide Corp. have not been satisfied.
The article was published in the International Law Office Corporate Finance/M&A Newsletter on Aug. 17.
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