MFW FRAMEWORK REQUIRES MAJORITY-OF-MINORITY STOCKHOLDER APPROVAL EVEN WHEN CONTROLLER STRUCTURES TRANSACTION TO AVOID STATUTORY STOCKHOLDER VOTE
In Berteau v. Glazek, C.A. No. 2020-0873-PAF (Del. Ch. June 30, 2021) (“Berteau”), Vice Chancellor Paul A. Fioravanti, Jr. of the Delaware Court of Chancery (“Chancery Court”) confronted a “novel,” but ultimately “unpersuasive,” theory concerning the judicial standard of review applicable to a corporate merger involving a controlling stockholder on both sides of the transaction. It goes without saying that mergers involving conflicted control stockholders are the most heavily litigated and judicially scrutinized of all M&A transactions.
Robert S. Reder