Tender Offers by Controlling Shareholders: The Specter of Coercion and Fair Price

Abstract

The Delaware Supreme Court has recently cleared a path for controlling shareholders to freeze out minority shareholders through a combination of a tender offer and a short-form merger. This article defends that doctrinal development against recent attacks from a number of commentators. I conclude that the risks of coercion are slight in this context and that minority shareholders are unlikely to benefit from more intrusive judicial scrutiny.