The Delaware Supreme Court has affirmed a Court of Chancery ruling that dismissed a stockholder challenge to a merger, saying the business judgment rule is invoked when an acquisition is not subject to the entire fairness standard and has been approved by a fully informed, uncoerced majority of disinterested stockholders.
Writing for the court, Chief Justice Leo E. Strine Jr. called the Chancery Court’s decision “thoughtful and thorough,” noting the courts have a history of not second-guessing the judgment of disinterested stockholder majorities in determining if such mergers are in their best interests.
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