Coster v. UIP Companies, Inc.: Delaware Supreme Court Reminds That Entire Fairness Is Not a Ticket to Ride Where Critical Stockholder Rights Impaired

September 23, 2021
Deal Points: The Newsletter of the Mergers and Acquisitions Committee

Types : Bylined Articles

A recent en banc opinion by the Delaware Supreme Court furnishes an important reminder that, in some transactional paradigms, discharging the dual evidentiary burdens of entire fairness (i.e., fair process and fair price) does not confer a “ticket to ride” upon a conflicted board animated principally by a desire to undermine the stockholder franchise. And again the adage, “inequitable action does not become permissible simply because it is legally possible” moves to the fore.


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