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Delaware Chancery Affirms that Entire Fairness Applies to a Hammons-Type Merger Involving a Control Group
April 3, 2012
A recent decision by the Delaware Court of Chancery in Frank v. Elgamal held that entire fairness review would apply to a Hammons-type minority cash-out merger. In its opinion, the court held that four non-controlling shareholders of the target who received an interest in the post-transaction entity acted in concert, and therefore constituted a control group owing fiduciary duties to the minority shareholders.