Delaware Proposes to Eliminate Need for Stockholder Vote in Most Two-Step Deals

22 March 2013
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Key takeaways:

  • Proposed new legislation in Delaware, if approved, would permit many bidders for publicly traded Delaware corporations to complete a second-step merger following a tender or exchange offer without a stockholder vote, even if the bidder owns less than 90% of the target’s outstanding voting stock.
  • The new legislation would in many cases eliminate the need for a time-consuming “long-form” back-end merger, ease the difficulties in acquiring target companies that do not have current audited financial statements and mitigate the particular obstacles that tender offers pose for financial sponsors.