Legal Opinion

Kohls v. Duthie

Court of Chancery of Delaware

Decided December 11, 2000No. Civil Action 17762-NCPublishedCited by 15 opinions

1Opinion of the Court

MEMORANDUM OPINION

LAMB, Vice Chancellor.

I. INTRODUCTION

This is an application for a preliminary injunction against a management buy-out transaction being sponsored by a third-party venture capital fund. The corporation’s CEO, who owns 35 percent of the common stock, has agreed to participate in the buyout by contributing his shares to the purchaser in exchange for a portion of its equity. The transaction was negotiated by a Special Committee of outside directors that was advised by independent legal and financial experts, and is subject to a condition that 85 percent of the corporation’s…

2Cases cited11 opinions

  1. Aronson v. LewisSupreme Court of Delaware · 1984
  2. Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.Supreme Court of Delaware · 1986
  3. Stroud v. GraceSupreme Court of Delaware · 1992
  4. Unitrin, Inc. v. American General Corp.Supreme Court of Delaware · 1995
  5. Ivanhoe Partners v. Newmont Mining Corp.Supreme Court of Delaware · 1987

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3Cited by15 opinions

  1. Beam Ex Rel. M. Stewart Living v. StewartSupreme Court of Delaware · 2004
  2. Official Committee of Unsecured Creditors of Verestar, Inc. v. American Tower Corp. (In Re Verestar, Inc.)United States Bankruptcy Court, S.D. New York · 2006
  3. In Re Del Monte Foods Co. Shareholders LitigationCourt of Chancery of Delaware · 2011
  4. In re Primedia, Inc. Shareholders LitigationCourt of Chancery of Delaware · 2013
  5. In Re the Mony Group Inc. Shareholder LitigationCourt of Chancery of Delaware · 2004

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