Skadden
October 18, 2010
Please see our Hot Topics for more on this subject.
In Re Dollar Thrifty: Process & Reasonableness Key to Revlon Duties
Revlon Update: Rejection of Nominally Higher Offers Because of Nonconsummation Risks Upheld in Two Recent Delaware Court of Chancery Cases
Delaware Court Refuses to Enjoin Dollar Thrifty Merger With Hertz
Milbank
October 12, 2010
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Revlon — Different Strokes for Different Folks?
Kirkland & Ellis
M&A Update
October 11, 2010
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Delaware Court Refuses to Enjoin Closing of Dollar Thrifty Merger: Court of Chancery Finds That a Well-Informed and Properly Motivated Board May Enter Into a Binding Merger Agreement Without Conducting a Pre-Signing Market Check
Sullivan & Cromwell
September 16, 2010
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Delaware Chancery Court Upholds Reasonableness of Board Strategy in Merger Transaction [In re Dollar Thrifty S'holder Litig]
Wilson Sonsini
September 16, 2010
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Delaware Court of Chancery Denies Request to Enjoin Dollar Thrifty/Hertz Merger-Court Will Not Second-Guess a Board's Reasonable Process in Negotiating a Merger
ReedSmith
September 13, 2010
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Dollar Thrifty Decision Puts Directors In The Driver’s Seat
Debevoise & Plimpton
September 13, 2010
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Milbank
Corporate
Governance Alert
December 22,
2008
This Alert
looks the recent decision of the U.S. District Court for the Eastern District
of Pennsylvania (in Radmore v. Aegis Communications Group, Inc) that under
Delaware law, absent fraud or illegality, an appraisal proceeding before the
Delaware Chancery Court is the sole remedy available to minority stockholders
in the context of a short-form merger.
The
Alert notes that the decision clearly defers to the unique role of the Delaware
Chancery Court appraisal proceeding and that by “ruling that shortchanging
minority stockholders does not in and of itself constitute fraud, the Court
wisely refused to provide an alternate avenue to the federal courts, or state
courts other than the Delaware Chancery Court, for a review of the fairness of
consideration paid to minority holders in Delaware short-form mergers.”
