The Hiroshima Law Journal Volume 42 Issue 4
2019-03-15 発行


The court’s approach to freeze-out transactions involving controlling shareholders in the state of Delaware
This article discusses how the court treats freeze-out transactions in the state of Delaware in the United States. The main problem is freeze-outs by the controlling shareholder. The Delaware court uses multiple standards of review based on the magnitude of the conflicts of interest in each transaction. In doing so, the court considers what is necessary to bring transactions involving conflicts of interest closer to an arm’s length transaction. Thus, by examining the approach of the Delaware court to transactions involving conflicts of interest, I hope to obtain suggestions for Japanese law.