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    S&C Memos

    Delaware Chancery Rules Tesla’s $2.6 Billion Acquisition of SolarCity “Entirely Fair”

    Court Rules for Defense Despite Plaintiff-Friendly Entire-Fairness Standard, Finding That the Price Paid Was Fair Notwithstanding “Far From Perfect” Process

    May 20, 2022 | min read |
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    On April 27, 2022, Vice Chancellor Slights of the Delaware Court of Chancery issued a lengthy decision handing a rare post-trial win to a controlling stockholder defendant in a litigation governed by Delaware’s stringent “entire fairness” test. In In re Tesla Motors, Inc. Stockholder Litigation, the Court of Chancery held that, notwithstanding a variety of imperfections in the process leading up to the deal, defendant Elon Musk had proven that Tesla Motors, Inc. paid a fair price in its $2.6 billion stock-for-stock acquisition of SolarCity Corporation.

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