freeze-out merger

Receive alerts:
by e-mail
E-mail Your information will be added to a database with the sole purpose of serving your subscription. This database is the exclusive property of vLex Networks S.L. and will never be shared with any other company. By sending your request you accept the Data Protection Policy of vLex Networks S.L. I have read and accept the Terms of Use
via RSS

107 documents for freeze-out merger

- Achieving the Proper Remedy for a Dissenting Shareholder in Todays Economy: Yuspeh v. Koch
Introduction. I. Yuspeh v. Koch. A. Factual and Procedural Background. B. Summary of the Defendants' Arguments. C. Summary of the Louisiana Court of Appeal's Decision. i. Argument that the Trial Court Failed to Rule that Louisiana Revised Statutes 12:131w as the Minority Shareholders' Sole Remedy. ii. Argument of No Cause of Action for Fraud or Breach of Fiduciary Duty. iii. The Court of Appeal's Determination of the Value of the Stock. II. Pertinent History of Dissenters' Rights. A. Cumbersome Procedural Rules that Can Take away Dissenters' Rights. B. Unfavorable Share Valuation Problems with Dissenter's Rights. III. Appraisal Rights as an Exclusive Remedy?. A. Should Dissenters' Rights be Ruled as an Exclusive Remedy in Both "Freeze-in" and "Freeze-out" Transactions?. B. Delaware's Ex...

... from certain corporate actions including mergers, consolidations, share exchanges, and sales of ass..., A Restatement of Corporate Freezeouts, 87 Yale L.J. 1354, 1357 (1978). . Singer, 380 ...
- Louisiana Law Review
- Nbr. 65-2, January 2005
- Controlling controlling shareholders.
... has the power to say "no" to a freeze-out merger, while also preserving what amounts to a class-bas...
- University of Pennsylvania Law Review
- Vol. 152 Nbr. 2, December 2003
- Lorraine Grace, Individually and as Executrix of the Estate of Oliver R. Grace, Gerald I. White, as Executor of the Estate of Morgan H. Grace, and Gerald I. White, Trustee of the John E. Grace Trust, Individually, and as Stockholders of Briggs Leasing Corporation, Suing on Behalf of Themselves and for the Benefit of Said Corporation and for the Class of all Other Stockholders of Said Corporation Similarly Situated, Plaintiffs-Appellants, v. Robert Rosenstock, Edward Rosenstock, Briggs Leasing Corporation and Briggs Acquisition Corporation, Defendants, Robert Genser, Defendant-Appellee, Bank Leumi Trust Company of New York, David Mack, Leo v. Berger, Apex Marine Corporation and Gary Holman, Proposed Defendants-Appellees., 228 F.3d 40 (2nd Cir. 2000)
... state law in connection with freeze-out merger, see 23 F.Supp.2d 326 (1998), and denying leave to...
- Federal Circuits

- Maryland Trial Court Dismisses Claims Against Nhp Directors In Stock-For-Stock Merger With Ventas
- Mondaq Business Briefing
- United States Law Articles in English
- Deal dynamics with controlling shareholders.
... a target company private: (i) a negotiated merger between the controlling stockholder and target com...
- Directors & Boards
- Vol. 35 Nbr. 4, June 2011
- Deal Dynamics With Controlling Shareholders
... a target company private: (i) a negotiated merger between the controlling stockholder and target com...
- Mondaq Business Briefing
- United States Law Articles in English
- A Dispatch From The 'State Of The Union' For Corporate Lawyers.
... threshold in order to effect a short-form merger; non-tendering shareholders have an appraisal reme...
- Mondaq Business Briefing
- Nbr. 2011, January 2011
- Popp Telecom, Inc., Formerly Known as Ldb International Corporation; Plaintiff-Appellant, Humbird Securities Company; Northern Securities Company; Plaintiffs-Appellants, Washington Sharecom, Inc., Plaintiff-Appellant, v. American Sharecom, Inc.; Steven C. Simon; James J. Weinert; William J. King, Defendants-Appellees., 361 F.3d 482 (8th Cir. 2004)
...'s Board approved a "freeze-out" merger with Sharecom Holdings, Inc., a corporation owned ...
- Federal Circuits
- Managers' Fiduciary Duties in Financially Distressed Corporations: Chaos in Delaware (and Elsewhere)
The inherent conflict between creditors and shareholders' has long occupied courts and commentators interested in corporate governance. The nature of managers' fiduciary duties depends on the financial situation of their company at the time managers take the action in question. Thus, if at the time managers' actions occur the corporation is solvent, managers' fiduciary duties are to shareholders; if, however, at the time of the managers' action the corporation is in the vicinity of insolvency, managers' duties are to the community of interest, and if the corporation is insolvent at the time, managers owe their duties to creditors. The governance of the modern corporation generally relies on some combination of contractual and fiduciary regulation. As a matter of positive law, the govern...

..., who are nominees of Parent, facilitate a merger of the Subsidiary into Parent in which minority sh...
- Journal of Corporation Law
- Vol. 32 Nbr. 3, April 2007
- Harold F. Scattergood, Jr., and Dorvin Rosenberg, Individually and on Behalf of a Class of the Public Shareholders of Andrews Group, Inc. and as a Minority Shareholder of Andrews Group, Inc. Acting on Its Behalf, Appellants in No. 90-1411, v. Ronald O. Perelman, Andrews Group, Inc.; Macandrews & Forbes Holdings, Inc.; William C. Bevins, Jr., Donald G. Drapkin; Donald A. Engel; Howard Gittis; Steven J. Green; E. Gregory Hookstratten; Linda Godsen Robinson; Bruce Slovin; Michael L. Tarnopol; Walter R. Yetnikoff; and Michael C. Curb Harold F. Scattergood, Jr., and Dorvin Rosenberg, Appellants, 945 F.2d 618 (3rd Cir. 1991)
...This case arises out of a merger between AGI Acquisition Corporation ("AGI") and An...
- Federal Circuits