Delaware Supreme Court Ruling Provides Clear Guidance for Going-Private Mergers

via Delaware Corporate and Legal Services Blog @ the Delaware Division of Corporations:

The Delaware Supreme Court has affirmed a landmark decision issued last May by the Court of Chancery applying the business judgment rule (rather than the entire fairness standard) to a going-private merger that includes multiple stockholder safeguards. The High Court’s decision is an important milestone in Delaware corporate jurisprudence, providing definitive guidance on how a company can structure a going-private merger so that, in the event of a lawsuit brought by shareholders against the board of directors, the court applies the deferential business judgment rule to the board’s decision and not the more stringent entire fairness standard.

More here.

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