DE Bar Business Organizations Flashcards

Under the DGCL, what appraisal right is available to shareholders who object to a merger?

Answer: Statutory right to judicial determination of fair value under § 262

DGCL § 262 provides dissenting shareholders with the right to seek a judicial appraisal and receive the judicially determined fair value of their shares.

Under the Delaware General Corporation Law, which officer is required in every Delaware corporation?

Answer: Secretary

DGCL § 142 requires every Delaware corporation to have a secretary responsible for maintaining corporate records and certifying actions.

Under the MFW framework, what dual procedural requirements can shift entire fairness review to the business judgment rule in a controller squeeze-out?

Answer: Special committee approval and majority-of-the-minority shareholder vote

Under Kahn v. M&F Worldwide, a controlling shareholder transaction conditioned from the outset on both a fully empowered special committee and a majority-of-the-minority vote may be reviewed under the business judgment rule.

Under the Delaware LLC Act, is the LLC agreement required to be in writing?

Answer: No, an oral or written agreement is permissible

Under 6 Del. C. § 18-101(9), a Delaware LLC agreement may be oral, written, or implied, though written agreements are strongly advisable.

Under the DGCL, a short-form merger between a parent and a 90%-owned subsidiary requires approval from whom?

Answer: The parent board only, with no target shareholder vote required

DGCL § 253 permits a parent owning at least 90% of a subsidiary's shares to effect a short-form merger with only parent board approval and no shareholder vote.

Under Delaware corporate law, which document controls in a conflict between the certificate of incorporation and the bylaws?

Answer: The certificate of incorporation, as the superior governing document

The certificate of incorporation is the superior governing document and controls over conflicting bylaw provisions under the DGCL.