Court Of Chancery Explains Delaware Freeze Out Law
In Re CNX Corporation Shareholders Litigation, C.A. 5377-VCL (July 5, 2010)
Perhaps no area of Delaware corporate law is as confusing as that applicable when a company is taken private by a majority owner in a freeze out of the other shareholders. This scholarly opinion explains that at least 3 different standards of review have been applied by the Court of Chancery in its review of such transactions. As a result, the Court has certifiied its latest decision for appeal to the Delaware Supreme Court with a request that the law be clarified.
Until that clarification is issued, however, this is the definitive analysis of Delaware law in this area and deserves to be read, carefully.
