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Summaries and analysis of recent Delaware court decisions concerning business-related litigation.
Morris James Blogs
Court Of Chancery Explains Unfair Dealing Law In Cash-Out Case
Aside from the very large damage award, this decision should be noted for its thorough analysis of the duties of a controlling stockholder and his aides in the way they act to carry out a going private transaction.
Taking steps to decrease the market price before making a cash-out proposal, not telling the truth to a special committee reviewing the proposal, and pressuring committee members are serious violations of the duty to act fairly and in good faith.