Delaware Supreme Court Upholds Business Judgment for Freeze-Out Mergers; New Standard Has Significant Limitations

Summary: The Delaware Supreme Court recently upheld a widely reported Court of Chancery decision from May 2013 regarding the adoption of the “business judgment” standard for mergers employing dual protections. While the decision is a welcome step, there are clear limitations for practitioners to consider as the decision suggests that defendants will find it difficult to prevail on summary judgment or a motion to dismiss.