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8 Sep 2023, 6:31 am
MacAndrews & Forbes Holdings (1986), the Court declared that a company’s board must strive to ensure that the shareholders receive best price if it decides to allow the sale of the company. [read post]
24 Jul 2012, 1:04 pm by Francis Pileggi
MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986), the Delaware Supreme Court explained that when a target board of directors enters Revlon-land, the board’s role changes from that of “defenders of the corporate bastion to auctioneers charged with getting the best price for the stockholders at a sale of the company. [read post]
31 May 2011, 12:34 pm by Steve Bainbridge
MacAndrews & Forbes Holdings, the Delaware supreme court developed a modified version of the Unocal standard to deal with a particular problem; namely, the use of takeover defenses to ensure that a white knight would prevail in a control auction with the hostile bidder.[1] In response to an unsolicited tender offer by Pantry Pride, Revlon's board undertook a variety of defensive measures, culminating in the board's authorization of negotiations with other prospective bidders. [read post]
20 Jan 2009, 3:35 am
MacAndrews & Forbes Holdings line of cases) as the duty to engage in a process that constituted “a reasonable effort to advance the interests of the shareholders under the circumstances. [read post]
31 Jan 2015, 7:39 pm by Francis Pileggi
The Delaware Supreme Court affirmed the Court of Chancery’s decision granting summary judgment to the defendants under the business judgment standard of review (and not the entire fairness standard) where the controlling stockholder, MacAndrews & Forbes, conditioned its offer upon the MFW Board agreeing, ab initio, to two procedural protections: approval by both a Special Committee and by a majority of the minority stockholders. [read post]
27 Jul 2010, 4:07 pm by Steve Bainbridge
MacAndrews & Forbes Holdings, Inc., a takeover case in which the target's board based some of their decisions out of a concern for the interests of creditors rather than shareholders and got spanked for it: The original threat posed by Pantry Pride-the break-up of the company-had become a reality which even the directors embraced. [read post]
19 Jun 2007, 6:10 pm
MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986), the Delaware Supreme Court held that when a board decides to sell, break up or transfer control of the corporation to an acquirer, the directors assume a fiduciary duty to make reasonable efforts to obtain the highest price for the stockholders’ benefit. [read post]
26 Mar 2009, 1:20 pm
MacAndrews & Forbes Holdings, Inc. (506 A. 2d 173, 182 (Del. 1986)), the directors failed to obtain the best available price in selling the company. [read post]
8 Jul 2014, 1:29 pm by David Keenan
MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986), Revlon requires a board to make a reasonable effort to obtain the highest value for the company in a change-of-control context. [read post]