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A well-functioning special committee will also mitigate the risk of personal liability for a company's fiduciaries, reducing the likelihood of protracted post-closing litigation. ....
On Monday, John Jenkins at Deallawyers.com wrote about a recent Delaware Court of Chancery decision finding that as alleged, "the Director Defendants’ decisions to delegate the Proxy to. ....
In connection with an M&A transaction, in In Re Pattern Energy Group Inc. Stockholders Litigation the Delaware Court of Chancery determined that that the plaintiff had stated a claim against the director defendants for breach of the duty of loyalty. The Court then considered the director defendants’ argument that any such breach was cleansed by a stockholder vote and that therefore dismissal was appropriate under Corwin. Corwin gives rise to the irrebuttable presumption of the business judgment rule when a transaction “is approved by a fully informed, uncoerced vote of the disinterested stockholders.” Plaintiff contended that Corwin does not apply because the vote was uninformed and because a significant block of votes by a preferred holder, CBRE, was not disinterested. According to plaintiff CBRE was neither disinterested nor uncoerced. Plaintiff argued the vote was not uncoerced as CBRE was contractually obligated to vote its preferred shares in ....
Votes Compelled by Stockholders Agreement Do Not Count Towards Corwin Cleansing By In connection with an M&A transaction, in In Re Pattern Energy Group Inc. Stockholders Litigation the Delaware Court of Chancery determined that that the plaintiff had stated a claim against the director defendants for breach of the duty of loyalty. The Court then considered the director defendants’ argument that any such breach was cleansed by a stockholder vote and that therefore dismissal was appropriate under Corwin. Corwin gives rise to the irrebuttable presumption of the business judgment rule when a transaction “is approved by a fully informed, uncoerced vote of the disinterested stockholders.” ....
Delegating Preparation of Proxy Statement to Management was an Unexculpated Act of Bad Faith By May 8, 2021 In Re Pattern Energy Group Inc. Stockholders Litigation involved an M&A transaction where the sales process of Pattern Energy Group Inc. was run by an undisputedly disinterested and independent special committee that recognized and nominally managed conflicts, proceeded with advice from an unconflicted banker and counsel, and conducted a lengthy process attracting numerous suitors that the special committee pressed for value. The foregoing positive attributes were offset by selecting a bidder that did not offer the highest price at the behest of perhaps conflicted parties supported by conflicted management. ....