Article
| December 10, 2009
Delaware Quarterly, Recent Developments in Delaware Business and Securities Law (August-November 2009)
Two merger cases involving breach of fiduciary duty claims decided in a post-closing environment — In re John Q. Hammons Hotels Inc. Shareholder Litigation, and In re NYMEX Shareholder Litigation, — top the list of significant Delaware decisions during the past quarter. In Hammons, the Chancery Court examined the contours of the Lynch doctrine and the appropriate standard of review for a merger involving both a controlling shareholder and a third-party purchaser, ultimately concluding that the Lynch doctrine (mandating the application of the entire fairness standard in certain types of controlling stockholder deals) did not apply where the controlling stockholder did not stand on both sides of a merger transaction.
About the authors
- Jonathan W. Miller is a Partner
in the New York, NY offices of Dewey & LeBoeuf.
- James P. Smith is a Partner
in the New York, NY offices of Dewey & LeBoeuf.
- Corinne Levy is an Associate
in the New York, NY offices of Dewey & LeBoeuf.
- Akiva M. Goldfarb is an Associate
in the New York, NY offices of Dewey & LeBoeuf.
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