Court of Chancery Explains Standard of Review for Tender Offer
The standard of review that a court applies to a transaction may determine the outcome of the litigation in a close case. Here the Court explains that entire fairness does not govern the review of a noncoercive tender offer by a controlling shareholder. This continues the trend away from applying the test of Kahn v. Lynch that is now restricted to mergers involving a controlling shareholder. This decision also explains when a tender offer is deemed not to be coercive.