In this month’s column we discuss cases in which the Court of Appeals addressed the standard of review for analyzing a “going-private” corporate transaction, approved the rejection of a class action settlement that did not afford non-resident class members an opportunity to opt out, and denied an effort by state judges to obtain damages for the Legislature’s failure to enact judicial salary increases.

‘Going-Private’ Transactions

In Matter of Kenneth Cole Productions, Inc., Shareholder Litigation, Judge Leslie Stein wrote for a unanimous court1 in holding that the business judgment rule rather than the stricter “entire fairness standard” applied to corporate transactions in which a controlling shareholder purchases the minority shares of a public company.

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