Delaware Supreme Court Confirms Tender Offer and Vote Equivalence in Determining Standard of Review for Post-Closing Damages: Delaware Supreme Court Summarily Affirms Court of Chancery Ruling

Sullivan & Cromwell LLP - February 13, 2017

On February 9, 2017, in Lax v. Goldman, Sachs & Co., the Delaware Supreme Court summarily affirmed the Court of Chancery’s decision in In re Volcano Corp. Stockholder Litig. that held that business judgment review applied to a change of control transaction structured as a tender offer and merger under Section 251(h) of the Delaware General Corporation Law and was not subject to rebuttal once the Court concluded that a majority of fully informed, uncoerced, disinterested stockholders tendered into the offer.