Securities Law Commons^™

Short-Form Mergers In Delaware, Marc I. Steinberg

Faculty Journal Articles and Book Chapters

This article analyzes the ramifications of the Delaware Supreme Court's decision in Glassman v. Unocal Exploration Corp. that limited a minority shareholder's remedy in the short-form merger context normally to that of appraisal. This decision stands in marked contrast to the invocation of the entire fairness test that applies in parent-subsidiary long-form mergers. Nonetheless, important issues remain outstanding after Glassman, including the continued critical role of adequate disclosure, the determination of fair value, the viability of the "loss state remedy" theory, a parent corporation's increased use of the tender offer as a means to consummate a short-form merger, and the …