Delaware Court Denies Dismissal of Claims Based on Controller and Financial Advisor Conflicts

Harvard Law School Forum on Corporate Governance

Arthur R. Bookout Joseph O. Larkin Edward B. Micheletti Gregory P. Ranzini

A new Delaware Court of Chancery decision addresses several key areas of Delaware law related to merger litigation. Partners Edward Micheletti, Joseph Larkin and Arthur Bookout discuss how the opinion signals continued scrutiny of potential conflicts of interest in M&A transactions involving controlling stockholders and financial advisors, and in particular of certain disclosures.