Frozen Gas

19 July 2010 Publication
Authors: Gardner F. Davis Danielle R. Whitley

The Deal

Foley Partner Gardner Davis and Senior Counsel Danielle Whitley authored an article that appeared in The Deal on July 19, 2010 titled “Frozen Gas.” The authors discuss a Delaware Court of Chancery decision that allows special committees to play a bigger role in protecting minority stockholders in freeze-out transactions. They state that the decision provides special committees with authority comparable to what a board would possess in a third-party takeover situation, including the right to explore strategic alternatives, to file litigation and to deploy a poison pill. The authors add that the threat of a poison pill could be sufficient to prompt the controlling stockholder to give a special committee more time to negotiate or to evaluate how to proceed.

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