Top-Up Options and Short Form Mergers

In the past year, tender offers once again have captured the attention (and review) of the Delaware courts.  This renewed interest has resulted in clarification of the law as applied to tender offers and, consequently, opened the door for tender offerors to pursue certain transactions with more confidence.  In In re Siliconix Inc. Shareholders Litig., the Court of Chancery held that a controlling stockholder who initiates an unnegotiated tender offer will have no duty to offer a fair price, absent evidence that material information concerning its tender offer has been withheld or misrepresented or that the offer is coercive in some significant way.

About Potter Anderson

Potter Anderson & Corroon LLP is one of the largest and most highly regarded Delaware law firms, providing legal services to regional, national, and international clients. With more than 100 attorneys, the firm centers its practice on corporate and alternative entity law and litigation, commercial litigation, bankruptcy, intellectual property, labor and employment, and real estate.