Frank Aquila and Sarah Payne Advise on Controlling Stockholder Liability

December 17, 2012

The December 17 issue of Bloomberg/BNA’s Securities Regulation & Law Report published the article, “Controlling Stockholder Liability: Is There a Safe Harbor?” co-authored by Mr. Aquila and Ms. Payne. The article examined two types of change in control transactions involving controlling stockholders: (1) transactions in which the controlling stockholder is participating in the sale alongside the minority stockholders; and (2) transactions in which the controlling stockholder, without using corporate resources or diverting corporate opportunities, sells its stake in a transaction not involving the minority stockholders. The article noted that although these types of transactions may be less prone to scrutiny than other types of controlling stockholder transactions, boards and controlling stockholders would nevertheless be wise to exercise caution.