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July 12, 2016, Covington Alert
In its recent In re Volcano Corporation Stockholder Litigation decision, the Delaware Court of Chancery extended the “cleansing effect” of the majority vote of fully informed, uncoerced, and disinterested stockholders in favor of a merger not subject to the entire fairness standard—as reinforced by the Delaware Supreme Court last fall in Corwin v. KKR Financial Holdings LLC (discussed in our prior alert)—to the acceptance by a majority of such stockholders of a first-step tender offer pursuant to Delaware General Corporation Law Section 251(h) (“DGCL 251(h)”), which governs certain two-step mergers. Unless overturned or modified on appeal, Volcano establishes that, with the requisite stockholder approval, Delaware courts will afford both one- and two-step mergers (the latter, if conducted pursuant to DGCL 251(h)) the “irrebuttable” protection of the business judgment rule.
February 1, 2017, Covington Alert
The Delaware Court of Chancery earlier this week ruled that the protection of the business judgment rule afforded to directors involved in a change of control transaction that is approved by a majority of fully informed, disinterested stockholders—as reinforced by the Delaware Supreme Court last fall in Corwin v. KKR Financial Holdings LLC (discussed in our ...
May 6, 2016, Covington Alert
New York’s highest court, in an opinion1 issued yesterday, adopted as New York law the test established by the Delaware Supreme Court in Kahn v. M&F Worldwide Corp. (“MFW”)2 for applying the business judgment rule to the review of going-private transactions by controlling shareholders. This important decision clarifies the standards applicable to directors of ...
April 28, 2016
NEW YORK — Covington advised Jefferies LLC as financial advisor to Cash America International, Inc. in connection with its merger with First Cash Financial Services, Inc. The pro-forma market value of equity of the transaction is valued at approximately $2.4 billion.
Following the close of the transaction, First Cash shareholders will own approximately 58% of ...