Our M&A lawyers are among the most experienced and effective in the world. We represent many of the world's largest publicly traded and privately held companies, as well as leading private equity firms on their most important mergers, acquisitions and takeover transactions.
Stephen Lamb Publishes Article on Delaware's M&A Jurisprudence in Directorship
December 22, 2009 Full PDF
Corporate and litigation partner Stephen Lamb published a "Delaware Watch" article in the December 2009/January 2010 issue of Directorship discussing a case that marks a key development in Delaware's M&A jurisprudence. The decision in John Q. Hammons Hotels Inc. Shareholder Litigation provides important guidance in structuring the sale of a corporation where a controlling stockholder insists on receiving different consideration than the other stockholders. For the first time, a Delaware court stated that business judgment will be the applicable standard of review in a transaction where a controlling stockholder receives consideration different from the minority stockholders, but only if the transaction is recommended by a well-functioning, disinterested, and independent special committee and approved by stockholders in a non-waivable vote of the majority of all the minority stockholders. In addition, Hammons confirms that failure to disclose advisors' compensation and potential conflicts remains an area of emphasis by the Delaware courts. Associates John DiTomo and Jeffrey Gorris contributed to the preparation of this article.