Delaware Change in control of Camera Platforms International, Inc.
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How to fill out Change In Control Of Camera Platforms International, Inc.?
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FAQ
MFW protects controlling-stockholder transactions even when a third-party bidder makes a competing bid that is superior to a negotiated merger with the controller.
This duty requires that majority shareholders act in the best interests of the corporation and consider the interests of minority shareholders, though this does not mean that they cannot act in their own best interests.
In MFW, the Delaware Supreme Court addressed which standard of review should apply to a controlling stockholder ?squeeze-out? merger conditioned upfront on approval by both a properly empowered, independent committee and an informed, uncoerced majority-of-the-minority vote.
The entire fairness test is the most exacting standard, which requires a judicial determination of whether a transaction is entirely fair to stockholders.
§ 6425. Conflict of interest. No director shall be entitled to vote on any matter before the Authority if such director knowingly has a financial interest in the outcome of such matter.
(MFW) establishes, the Business Judgment Rule must be applied to a transaction involving a controlling shareholder, if the deal is conditioned upon the approval of: (1) an independent special committee, which satisfied its duty of care; and (2) the uncoerced, informed vote of a majority of the minority shareholders.
The BJR is a presumption that, in making a business decision, the directors of a corporation acted on an informed basis, in good faith, and with the honest belief that the action taken was in the best interests of the corporation.
How does Delaware law define a controlling stockholder? Typically, a stockholder is ?controlling? if the stockholder owns more than 50% of the voting power in a corporation or ?exercises control over the business affairs of the corporation.? Kahn v.