Control Premium May Violate
Charter Prohibition on Disparate Merger Consideration in Dual Class Stock Context
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Stephen P. LambMergers & Acquisitions
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Stephen P. LambMergers & Acquisitions
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March 9, 2012
In the recent In re Delphi Financial Group decision,
the Delaware Chancery court found that there was a reasonable
likelihood that Delphi's controlling stockholder, CEO and Chairman
of the Board, Robert Rosenkranz, may have violated either or both
his fiduciary duties to the other stockholders and contractual
obligations under Delphi's charter when he negotiated a control
premium for himself alone in the sale of Delphi to Tokio Marine
Holdings, Inc. Although the court declined to grant a preliminary
injunction, the decision nevertheless provides insight into the
Delaware courts' view of the proper interaction between controlling
and other stockholders.
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