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Delaware Supreme Court Explores Application of MFW’s “Ab Initio” Requirement in Controlling Stockholder-Related Litigation

Posted by on Thursday, May 9, 2019 in Delaware Corporate Law Bulletins, En Banc.

Robert S. Reder | 72 Vand. L. Rev. En Banc 237 | Synutra and Olenik Appeals | Refusing to draw a bright-line, the Court focuses on the point at which “substantive economic negotiations” begin in determining whether failure to include MFW’s dual procedural protections in the initial offer may not be fatal to pleading-stage dismissal |

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| Two recent decisions of the Delaware Supreme Court, while refusing to establish a bright-line rule to guide transaction planners, help to clarify the procedural steps necessary to achieve the shift from entire fairness to business judgment.