Frozen Gas

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.