Debevoise & Plimpton Special Committee Report Issue 10
View the Report
Key Takeaways:
- This issue of the Debevoise & Plimpton Special Committee Report surveys corporate transactions announced during the first half of 2025 that used special committees to manage conflicts and reviews key Delaware judicial decisions during that same period ruling on issues relating to the use of special committees.
- The Report discusses how Delaware’s recently enacted Senate Bill 21 (S.B. 21), which made significant changes to the Delaware General Corporation Law (the DGCL) with respect to controller transactions, changes a controller’s weighing of the risk/reward trade-offs in a take-private transaction.
- Among other things, the Report notes that the recent amendments to the DGCL are likely to increase the hurdle that an activist seeking to block a controller-take private must clear and to disincentivize controllers from using tender offers (as opposed to mergers) for transactions designed to receive business judgment rule review.