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Full-Text Articles in Law
Expanding Mfw: Delaware Law Should Offer A Business Judgment Rule Safe Harbor For All Conflicted Controller Transactions, Alex Lindsey
Expanding Mfw: Delaware Law Should Offer A Business Judgment Rule Safe Harbor For All Conflicted Controller Transactions, Alex Lindsey
Fordham Journal of Corporate & Financial Law
While courts usually defer to a board’s business decisions under the business judgment rule, courts will apply a much less deferential standard of review due to loyalty concerns if a conflicted controller is involved in a business decision such as a merger. However, in Kahn v. M & F Worldwide (“MFW”) when a squeeze out merger was challenged by a minority stockholder, the Delaware Supreme Court reviewed the transaction under the deferential business judgment rule standard because the Court found that the structure of the transaction neutralized the controller loyalty concerns. Building on this reasoning, the Court developed a checklist …
Director Compliance With Elusive Fiduciary Duties In A Climate Of Corporate Governance Reform, Nadelle Grossman
Director Compliance With Elusive Fiduciary Duties In A Climate Of Corporate Governance Reform, Nadelle Grossman
Fordham Journal of Corporate & Financial Law
No abstract provided.
In Search Of A Higher Standard: Rethinking Fiduciary Duties Of Directors Of Wholly-Owned Subsidiaries, Stefan J. Padfield
In Search Of A Higher Standard: Rethinking Fiduciary Duties Of Directors Of Wholly-Owned Subsidiaries, Stefan J. Padfield
Fordham Journal of Corporate & Financial Law
No abstract provided.