M&A Update: Putting the Chill on Freeze-Out Transactions

In this issue of M&A Update, partners David Fox, Thomas Christopher and Daniel Wolf discuss why a recent Delaware Chancery Court decision has raised substantial doubts as to the applicable standard of judicial review for freeze-out transactions where a "controlling" parent seeks to acquire the shares held by the public minority. As a result of the decision, parties structuring these transactions will face significant uncertainty as to the standard of judicial review and the likely path and outcome of deal-related litigation until the Delaware Supreme Court resolves this controversial issue.