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Court Of Chancery Upholds Stockholder Representative Standing

Posted In Class Actions

Coughlan v. NXP B.V. , C.A. 5110-CC (April 15, 2010)

When a payout in an M&A  deal is dependent on post closing events, somehow the former stockholders must be represented if there are to be any adjustments.  Appointment of a stockholder representative is often done for that purpose. Here the Court held that the stockholder representative may also sue to enforce the rights of a class of stockholders to such payments.