A tender-offer approval of an all-cash merger had the same cleansing effect as a stockholder vote, qualifying the deal for scrutiny under the forgiving business judgment rule, Vice Chancellor Tamika Montgomery-Reeves ruled June 30, interpreting a recent line of opinions from the Delaware Supreme Court.
The Court of Chancery decision came on a motion to dismiss a derivative challenge to Philips Holding USA’s 2015 $1.2 billion acquisition of medical devices company Volcano Corp.
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