Keeping You Apprised of Developments in Deal Making

Delaware Supreme Court Reemphasizes Importance of Deal Price in Reversing Aruba ‎Appraisal Decision

On April 16, 2019, the Delaware Supreme Court, in a per curiam decision in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc.,[1] reversed the Court of Chancery’s determination that the fair value of Aruba’s stock for appraisal purposes was its unaffected average share price ($17.13 per share) during the 30 days of trading before announcement of its acquisition by Hewlett Packard (H-P).

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Controlling Stockholder Transactions: Delaware Supreme Court Clarifies When It Is Too Late for Business Judgment Review

In Olenik v. Lodzinski, the Delaware Supreme Court found that the conditions required for business judgment review of a controlling stockholder transaction under the MFW standard were not in place “at the outset” of the transaction and reversed the Chancery Court’s dismissal of the case.

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Locke Lord QuickStudy: Two Recent Delaware Decisions Provide Practical Transaction Guidance

Two year-end decisions by the Delaware Court of Chancery provide practical guidance for mergers and other transactions, one on the meaning of “commercially reasonable efforts” and other commonly used standards of efforts and the other on the effectiveness of corporate authorizing action.

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