GUIDELINES FOR FINANCIAL BUYERS OF ANTITRUST …

November/December 2015 | Volume 19 | Issue 10

The M&A Lawyer

23 Id. at 19.

24 Id. at 34.

25 Id. at 36; see also id. at 52 ("And what really, I think, dierentiates this case from Aeroex is not the release so much, the wording of the release, but . . . what we did beforehand and the quality of the consideration.")

26 Id. at 59.

27 Id. at 60.

28 Id. at 65.

29 Id. at 73.

30 Id. at 66.

31 Id. at 73.

32 Id.

33 In re Trulia, Inc. Stockholder Litig., C.A. 10020-CB at 43 (Del. Ch. Sept. 16, 2015) (Transcript).

34 Id. at 44.

35Plaintis initially designated their brief a "condential ling" and then later led a redacted public version of the brief. The discussion of plaintis' arguments below is based on the redacted brief because, as of this writing, an unredacted version has not been made available to the public.

36 In re Trulia, Plaintis' Supplemental Brief in Support of Proposed Settlement at 2 (Oct. 23, 2015) ("Trulia Plaintis' Brief").

37 Id. at 6.

38 Id. at 4.

39 Id. at 5.

40 In re Trulia, Defendants' Supplemental Brief in Support of Proposed Settlement at 4-5 (Oct. 16, 2015) ("Trulia Defendants' Brief").

41 Id. at 5-7.

42 Id. at 10.

43Trulia Plaintis' Brief at 12.

44 Id. at 11-12.

45 See Trulia Defendants' Brief at 14-15.

46 Id. at 15.

47 Id. at 16-18.

48 Id. at 18 n.8.

49 In re Trulia, Brief of Sean J. Grith as Amicus Curiae at 1 (Oct. 16, 2015) (internal quotation marks and citation omitted).

50 Id. at 3. 51 Id. 52 Id. at 6 (quoting Salomon v. Pathe Commc'ns Corp., 1995 WL 250374, at *4 (Del. Ch. Apr. 21, 1995), a'd, 672 A.2d 35 (Del. 1996).) 53 Id. at 5-6. 54 Id. at 6-7. 55 Id. at 9-10. 56 Id. at 10. 57 Id. at 15. 58 Id. at 20. 59 Id. 60 Id. at 25. 61 Id. 62 Id. at 23.

GUIDELINES FOR FINANCIAL BUYERS OF ANTITRUST DIVESTITURES

By Nathaniel L. Asker Nathaniel L. Asker is special antitrust counsel at Fried, Frank, Harris, Shriver & Jacobson LLP, resident in the rm's New York oce. Contact: nathaniel.asker@.

In transactions raising signicant antitrust issues, divestiture of one rm's business in the overlap market(s) at issue can often resolve the antitrust authorities' concerns while permitting the parties to proceed with the remainder of the deal. Such divestitures present an excellent opportunity to acquire assets at attractive prices.1 In addition, several aspects of these sales would appear particularly appealing to nancial buyers:

E timelines that reward experienced buyers able to move quickly and decisively;

E limited competition from strategic buyers due to regulatory concerns; and

E opportunities to acquire attractive assets that might not otherwise go on the market.

8

K 2015 Thomson Reuters

The M&A Lawyer

November/December 2015 | Volume 19 | Issue 10

Notwithstanding these factors, private equity and other nancial buyers have played a limited role as acquirers of antitrust-mandated divestitures to date, with mixed success. This article examines the U.S. antitrust agencies' goals and concerns in evaluating proposed nancial buyers of divestiture assets and analyzes recent examples of both cautionary tales and success stories, with the goal of providing practical guidelines for nancial buyers considering competing for this unique asset class Financial buyers that can successfully navigate the agency review process may nd that the rewards are signicant.

Agency Goals and Concerns in AntitrustMandated Divestitures

Year after year, businesses ranging from a single pipeline pharmaceutical product2 to hundreds of retail stores are sold to resolve the concerns of the U.S. antitrust agencies.3 Divestiture is the preferred remedy of both the Antitrust Division of the Department of Justice ("DOJ") and the Federal Trade Commission ("FTC"),4 and merging parties in turn are often willing to agree to such sales where the divestiture itself does not harm the fundamental rationale for the main transaction. In these situations, the merging parties and the agency negotiate a consent decree identifying the assets to be divested, any required transition service and supply agreements, and the deadline by which the sale must be completed.

Up-Front Buyer Requirement. Of particular importance in the sale process is whether the agency requires an "up-front" buyer, meaning the merger cannot be completed until a purchaser has been proposed by the parties and approved by the agency. Both the DOJ and FTC increasingly prefer up-front buyers.5 An up-front buyer requirement provides maximum leverage for divestiture buyers, as the merging parties remain barred from closing their primary transaction until the DOJ or FTC has approved a purchaser of the divested assets and may be under enormous pressure to close as they near the termination date in the merger

agreement. Absent an up-front buyer requirement, parties are permitted to proceed with their merger while holding the business to be divested separate from other operations. While the merged rm will have additional time to market the divested business, the sale must close prior to a deadline imposed in the consent decree, which is publicly led.

Agency Criteria for Approving Divestiture Buyers. Any proposed divestiture buyer must be approved by the DOJ or FTC in its sole discretion. The agencies seek to identify buyers that will eectively replace the competition lost as a result of the merger and serve as strong competitors to the merged rm and other rivals going forward. The agencies will assess a prospective buyer's nancial viability, industry know-how, future plans for the divested business, and capacity to research, develop and innovate the relevant products.6 A proposed buyer will typically meet with agency sta to present its plans for the divested business, including nancial models and projections, employee retention and recruiting plans, transition workstreams, strategies to grow the business and improve underperforming assets, and identication of key risks and mitigation planning.

The agencies have expressed concern that, in contrast to a situation where the seller is divesting assets to exit a market entirely, sellers of antitrustmandated divestitures have the incentive to select buyers that will not compete eectively in the marketplace, and sellers may be willing to forgo a higher purchase price in order to avoid establishing a strong competitor going forward.7 The onus is on the merging parties, and the divestiture buyer itself, to show that this is not the case and that the buyer has the incentive, resources and experience to compete eectively. While this is a challenge in all divestitures, the burden can be signicant in sales to nancial buyers, in part due to issues that arose recently in connection with FTC-approved divestitures to private equitybacked purchasers in the Hertz/Dollar Thrifty and the Albertsons/Safeway mergers. However, given the

K 2015 Thomson Reuters

9

November/December 2015 | Volume 19 | Issue 10

The M&A Lawyer

long and varied list of successful sales to nancial buyers, both before and after Hertz and Albertsons, these transactions do not represent the norm.

Recent Precedents

Hertz/Dollar Thrifty. In November 2012, the FTC cleared Hertz's $2.3 billion acquisition of rental car rival Dollar Thrifty, subject to Hertz's agreement to sell its Advantage Rent A Car business and several Dollar Thrifty airport locations to up-front buyers Franchise Services of North America, Inc. ("FSNA") and Macquarie Capital (USA) Inc. At the time of the settlement, FSNA was a minor player in the U.S. rental car business operating under the U-Save brand. FSNA brought on Macquarie to provide nancing in return for an approximately 50% equity interest in FSNA.8 In approving FSNA/Macquarie as a suitable buyer, the FTC noted management's experience in the car rental industry and Macquarie's committed nancial support and ability to provide additional growth capital. Under FSNA/Macquarie ownership, Advantage would become the fourth-largest rental car competitor in the U.S. In addition to divesting the Advantage business, the FTC required Hertz to lease an initial eet of cars to FSNA and provide transition services until FSNA was able to obtain its own eet.9 This lease proved fatal to FSNA.

On November 5, 2013, less than one year after announcing the settlement, FSNA's operating subsidiary, Simply Wheelz LLC, led for bankruptcy protection. In the interim, FSNA had experienced a number of setbacks, including management turnover and nancial distress arising from the eet lease with Hertz. FSNA cited inadequate capitalization, unfavorable terms of the lease, and the lack of a centralized headquarters for its management team, among factors for the failure, and stated that Macquarie was unwilling to fund the additional investment needed to resolve these issues.10 As FSNA pursued alternate sources of capital, Hertz threatened to terminate the lease. Faced with potential loss of its entire eet of rental cars,

FSNA sought bankruptcy protection. The FTC ultimately approved the sale of most of the Advantage business to The Catalyst Capital Group, a Canadian private equity rm.11 Ten of the remaining rental car locations were then sold back to Hertz, precisely the outcome the FTC sought to prevent by establishing Advantage as an independent competitor.12

Albertsons/Safeway. Similar issues have emerged in connection with divestitures required by the FTC in connection with Albertsons' $9.2 billion acquisition of Safeway earlier this year. Albertsons, owned by afliates of Cerberus Capital Management, was required to divest 168 supermarkets to up-front buyers approved by the FTC. The bulk of the assets, 146 stores, went to Haggen, Inc., a regional chain with 18 supermarkets in Washington and Oregon. In 2011, Comvest Group, a Florida-based private equity rm with $2.1 billion of assets under management, had acquired a majority stake in Haggen from its founding family. According to press accounts, Comvest made the investment with the expectation that ongoing consolidation among major supermarket chains was likely to generate opportunities to grow the Haggen business through acquisitions of antitrust-mandated divestitures.13 The Albertsons/Safeway transaction presented precisely such an opportunity. Haggen's chairman, also a Comvest partner, explained that convincing Cerberus, Albertsons, and sta at the FTC that it had the resources to expand from a small family business to a major regional supermarket competitor required "a ton of work."14 Haggen enlisted Supervalu Inc., a leading retailer and wholesale distributor, as its grocery supplier and provider of transition services to support the expansion.15 The FTC ultimately approved Haggen as a "highly suitable" purchaser.16 As a result of the approximately $300 million transaction, Hagen grew from 18 stores and 2,000 employees to 164 stores and 10,000 employees.

Despite extensive planning eorts, issues quickly arose at the divested stores. On September 1, 2015, Haggen sued Albertsons seeking over $1 billion in

10

K 2015 Thomson Reuters

The M&A Lawyer

November/December 2015 | Volume 19 | Issue 10

damages. In its complaint, Haggen alleged that Albertsons engaged in "coordinated and systematic eorts to eliminate competition and Haggen as a viable competitor in over 130 local grocery markets in ve states," and "made false representations to both Haggen and the FTC about Albertsons' commitment to a seamless transformation of the stores into viable competitors under the Haggen banner."17 Albertsons responded that the suit was without merit and merely a ploy to divert attention from Albertsons own suit alleging that Haggen refused to pay for $36 million in inventory at 32 of the divested stores.18 On September 8, 2015, Haggen led for bankruptcy with a plan to signicantly reduce its portfolio to less than 40 stores in the Pacic Northwest.19 The Haggen and Albertsons suits and the bankruptcy proceeding remain pending.

Dollar Tree/Family Dollar. Notwithstanding the FTC's experience in Hertz and looming issues with the Albertsons divestitures, the agencies continue to approve nancial buyers. Most recently, the FTC approved private equity rm Sycamore Partners to acquire 330 Family Dollar stores in connection with Family Dollar's $9.2 billion acquisition by Dollar Tree.20 Sycamore Partners, founded by veterans of Golden Gate Capital, may be best known for investments in women's specialty retailers, including Jones New York, Nine West, Stuart Weitzman, and Talbots. In approving Sycamore, the FTC noted that Sycamore's proposed executive team had "extensive experience operating discount general merchandise retail stores."21

Other recent examples of agency approved nancial buyers of divestiture assets include: the FTC's 2014 approval of KPS Capital Partners' acquisition of six glass container manufacturing plants from Ardagh Group S.A.; the FTC's 2013 approval of Seven Mile Capital Partners' acquisition of Microporous from Polypore International; the FTC's 2012 approval of Tallgrass Energy Partners' acquisition of natural gas pipelines from Kinder Morgan; the DOJ's 2011 approval of Gores Group's acquisition of Hypercom's

U.S. point-of-sale terminal business; the FTC's 2010 approval of Sterling Partners' acquisition of funeral homes and cemeteries from Service Corporation International; the DOJ's 2009 approval of KPS Capital Partners' acquisition of Labatt USA from InBev; and the DOJ's 2009 approval of Warburg Pincus' acquisition of the Scotsman ice machine business from Enodis Plc.

Guidelines for Financial Buyers

As is clear from the list above, through careful planning and management of their interactions with the antitrust agencies, nancial buyers can make compelling divestiture buyers. In particular, nancial buyers must address three primary concerns.

Industry Expertise. The agencies will evaluate a proposed buyer's background and experience managing rms similar to the divested business to assess whether the buyer has the background and know-how necessary to manage the business as a strong competitor going forward. A nancial buyer can demonstrate the requisite know-how through existing or prior investments in the industry and prior executive positions held by the proposed management team. The FTC has stated that a buyer need not have direct experience operating a business in the same market as the target, and that buyers can show the requisite expertise through participation in related markets.22 In addition, nancial buyers that intend to retain all or most of the existing employees of the business should emphasize to agency sta that these individuals will stay on and are best positioned to help the buyer manage and grow the business going forward.

Capitalization. In addition to industry expertise, the agencies will assess whether a proposed buyer has the nancial capability to operate the business effectively over the long term. In doing so, the agencies will seek to conrm that the buyer has access to sufcient equity and debt nancing to fund the acquisition and satisfy any immediate capital needs of the divested business.23 In fact, agency sta may ask to

K 2015 Thomson Reuters

11

November/December 2015 | Volume 19 | Issue 10

The M&A Lawyer

interview the lender(s) directly.24 Financial buyers may chose conservative capital structures with significant equity nancing as evidence of the nancial strength of the business going forward.25 The agencies will also evaluate whether the business will have access to credit and working capital needed to operate the business successfully and fund expansion and R&D over the long term. With this in mind, a nancial buyer should be prepared to demonstrate to agency sta a thorough knowledge of the target's current and future investment requirements and access to the requisite capital to meet those needs.

Exit Strategy and Timeline. The antitrust agencies will also evaluate a nal buyer's investment timeline and exit strategy for the divested business. A perception that a proposed nancial buyer may sell the business again in the near term is likely to provoke concern from the DOJ or FTC for two reasons.26 First, the agencies may express concern that a follow-on sale presents the risk of further disruption to the underlying business, including potential loss of customers and key employees, which could ultimately diminish its competitive strength. This concern may be mitigated where a nancial buyer contemplates a long term investment and/or exiting via an IPO. Second, the agencies may express concern that the future buyer could be less qualied to operate the business as a strong competitor. To mitigate this concern, the antitrust agencies have at times required that private equity buyers agree to obtain agency approval prior to a follow-on sale of the business.27 Financial buyers should keep this possibility in mind when evaluating the acquisition, as prior approval provisions may restrict a buyer's ability to conduct a wide auction for the business at exit.

While satisfying agency concerns relating to the three topics above is crucial to the approval process, nancial buyers should also highlight their advantages over strategic buyers. For example, private equity buyers are likely able to point to numerous successes in acquiring, growing, and improving operations at

targets across a wide range of industries. In addition,

the management team's equity investments in the

divested business serve to create strong economic

incentives to compete vigorously in the marketplace

so that these individuals and other investors will be

rewarded with return on their investment.

With careful planning, nancial buyers can navigate

the DOJ and FTC review processes and serve as com-

pelling acquirers of divestiture assets.

ENDNOTES:

1 See U.S. Dep't of Justice, Antitrust Div., Antitrust Division Policy Guide to Merger Remedies, at 30 (June 2011), available at tes/default/les/atr/legacy/2011/06/17/272350.pdf ("[T]he Division is not directly concerned with whether the price paid for the divestiture assets is `too low' or `too high.' The divesting rm is being forced to dispose of the assets within a limited time frame. Potential purchasers know this.")

2Smaller assets may be attractive to private equity buyers seeking to enter or expand in a particular industry through modest initial investment or add-on acquisitions. See Joseph Cotterill, Private Equity Picks at Smaller Morsels, Fin. Times, Aug. 6, 2015.

3This article focuses on divestitures driven by the U.S. antitrust agencies; additional assets are sold as a result of foreign antitrust reviews of transactions.

4 Id. at 5 ("[T]he Division will pursue a divestiture remedy in the vast majority of cases involving horizontal mergers.") Fed. Trade Comm'n, Bureau of Competition, Negotiating Merger Remedies, at 5 (Jan. 2012), available at ttachments/negotiating-merger-remedies/merger-rem ediesstmt.pdf ("Most merger cases involve horizontal mergers, and the Commission prefers structural relief in the form of a divestiture to remedy the anticompetitive eects of an unlawful horizontal merger,")

5See Bill McConnell, A Hard Look at the Right Fix, Deal Pipeline, Dec. 19, 2014. The FTC will almost always insist on an up-front buyer where the divested assets comprise less than a complete standalone operating unit. Fed. Trade Comm'n, Bureau of Competition, Negotiating Merger Remedies, at 7-8 (Jan. 2012).

6For additional guidance on buyer approval crite-

12

K 2015 Thomson Reuters

The M&A Lawyer

November/December 2015 | Volume 19 | Issue 10

ria, see U.S. Dep't of Justice, Antitrust Div., Policy Guide to Merger Remedies, at 28-29 (June 2011); and Fed. Trade Comm'n, Bureau of Competition, Negotiating Merger Remedies, at 10 (Jan. 2012).

7U.S. Dep't of Justice, Antitrust Division, Policy Guide to Merger Remedies, at 28 (June 2011).

8David McLaughlin, Mark Clothier & Sara Forden, Hertz Fix in Dollar Thrifty Deal Fails as Insider Warned, Bloomberg, Nov. 29, 2013, available at ned.

9Fed. Trade Comm'n, Analysis of Agreement Containing Consent Orders to Aid Public Comment, In the Matter of Hertz Global Holdings, Inc., File No. 101-0137, at 5, available at default/les/documents/cases/2012/11/121115hertzan al.pdf.

10Petition of Franchise Services of North American, Inc. for Prior Approval of the Sale of Simply Wheelz d/b/a Advantage, In the Matter of Hertz Global Holdings, Inc., FTC Docket No. C-4376, at 6-7, available at s/documents/cases/140107hertzapplication.pdf.

11 Id. at 2.

12Press Release, Fed. Trade Comm'n, FTC Approves Franchise Services of North America's Application to Sell Certain Advantage Rent a Car Locations to Hertz and Avis Budget Group (May 30, 2014) available at eleases/2014/05/ftc-approves-franchise-services-nort h-americas-application-sell.

13William McConnell, With a Little Help from the Feds, Haggen Goes Big Time, Deal Pipeline, Feb. 27, 2015.

14Id.

15In discussing the FTC's vetting of Haggen's, one FTC staer described the presence of a nancial sponsor supporting the business as a positive, noting that Haggen's is "owned by an investment rm and so have a fair amount of capital." Id.

16Fed. Trade Comm'n, Analysis of Agreement Containing Consent Order to Aid Public Comment, In the Matter of Cerberus Institutional Partners V, L.P., AB Acquisition LLC, and Safeway Inc., File No. 1410108, at 5, available at es/documents/cases/150127cereberusfrn.pdf.

17Complaint at 1-2, Haggen Holdings LLC v. Albertsons LLC, No. 1:15-cv-00768-UNA (D. Del.

Sept. 1, 2015).

18Anna Marum, Albertsons Vows to `Vigorously Defend' Itself Against Haggen's $1 Billion Lawsuit, Oregonian, Sept. 2, 2015, available at window-shop/index.ssf/2015/09/albertso ns responds to haggen lawsuit.html.

19Press Release, Haggen, Inc., Haggen Files for Chapter 11 Bankruptcy (Sept. 8, 2015), available at hapter-11-bankruptcy/; Press Release, Haggen, Inc., Haggen Announces Plans to Exit Southwest Market (Sept. 24, 2015), available at m/press-releases/haggen-announces-plans-to-exit-sou thwest-market/.

20The stores generated approximately $500 million in sales and $45.5 million in operating income. Press Release, Dollar Tree, Inc., Dollar Tree Reaches Agreement to Sell 330 Family Dollar Stores to Sycamore Partners Contingent on Completion of Family Dollar Merger (May 29, 2015), available at w.investors/global/releasedetail.cf m?ReleaseID=915546.

21Fed. Trade Comm'n, Analysis of Agreement Containing Consent Orders To Aid Public Comment, In the Matter of Dollar Tree, Inc. and Family Dollar Stores, Inc., File No. 141-0207, at 4, available at http s://system/les/documents/cases/ 150702dollartreeanalysis.pdf. An FTC staer admitted that the agency remains hesitant of divestitures to private equity buyers and that she was "holding [her] breath a little bit" regarding the Sycamore purchase. See Pallavi Guniganti, FTC Warier of Divestiture to Private Equity, Ocial Says, Global Competition Rev., July 9, 2015.

22Negotiating Merger Remedies, at 13. This view will vary by industry; in certain sectors such as pharmaceuticals, the antitrust agencies are likely to demand direct experience in the market.

23Antitrust Division Policy Guide to Merger Remedies, at 29.

24Negotiating Merger Remedies, at 11.

25See, e.g., Application for Approval of Proposed Divestiture, In the Matter of Kinder Morgan, Docket No. C-4355 (F.T.C. Sept. 28, 2012), available at http s://sites/default/les/documents/cases/ 2012/10/121005kindermorganapplication.pdf.

26For example, in 2001 the FTC undertook an "extraordinarily rigorous analysis" of private equity rm J.W. Childs Equity Partners as divestiture buyer of the Meow Mix and Alley Cat brands of cat food

K 2015 Thomson Reuters

13

November/December 2015 | Volume 19 | Issue 10

The M&A Lawyer

sold in connection with Nestle's acquisition of Ralston Purina Company. Commissioner Anthony stated "[i]n most cases, I would prefer to see divested assets go to a company with a stronger likelihood of operating the business for the long term." See Concurring Statement of Commissioner Mozelle W. Thompson, In the Matter of Nestle S.A./Ralston Purina Co., Docket No. C-4028, available at t/les/documents/cases/2002/02/nestlethompson.htm; and Statement of Commissioner Sheila F. Anthony, In the Matter of Nestle S.A./Ralston Purina Co., Docket No. C-4028, available at fault/les/documents/cases/2002/02/nestleanthony.ht m.

27 See, e.g., Decision and Order, In the Matter of Nestle S.A./Ralston Purina Co., Docket No. C-4028, at ? VI.A, available at ult/les/documents/cases/2002/02/nestledo.pdf (requiring FTC approval prior to any sale within ve years of the date of the order); Decision and Order, In the Matter of Dollar Tree, Inc., and Family Dollar Stores, Inc., Docket No. C-4530, at ? VI.A, available at 150917dollartreedo.pdf (requiring FTC approval prior to any sale within three years of the date of divestiture of any divestiture assets to Dollar Tree, Inc. or substantially all of the divestiture assets to any person).

COURT NOT TROUBLED BY

CONTROLLER'S DISCUSSING

SALE WITH POTENTIAL

BUYERS PRIOR TO

DISCLOSURE TO BOARD: IN

RE SCHAWK

By Steven Epstein, Philip Richter and Gail Weinstein

Steven Epstein and Philip Richter are co-heads of M&A at Fried, Frank, Harris, Shriver & Jacobson LLP. Gail Weinstein is a senior counsel in Fried Frank's New York oce. Contact: steven.epstein@ or philip.richter@ or gail.weinstein@.

In In re Schawk Inc. Stockholders Litigation,1 Vice

Chancellor Laster, after brief oral arguments, ruled

from the bench to dismiss the plainti stockholders'

claims of breach of duciary duty by the board of controlled company Schawk Inc. in connection with its $577 million sale to Matthews International Corp. The Vice Chancellor found that it was not problematic that the family (i) had met with the company that rst approached them about a sale, and then met with the most likely other interested party (Matthews), before informing the board about the discussions or (ii) had used company information in the discussions.

The consistent prevailing legal view has been that a CEO of a public company cannot furnish condential company information or initiate acquisition discussions without the approval of the company's board. The question now arises whether Vice Chancellor Laster's view in Schawk would extend to the CEO of a company or is limited to a company controller. We note that there is a logic to its being limited to a controller because any deal would be impossible to eect without the controller. In addition, it may be expected that interested parties would naturally be inclined to approach the controller.

Notably, after the Schawk board was informed by the family that it had had discussions with the two interested parties, the board formed a special committee of independent and disinterested directors that was fully authorized to evaluate and negotiate a potential transaction and the committee engaged independent legal and nancial advisors. Further, the agreed transaction was subject to approval by vote of a majority of the disinterested minority stockholders; the merger agreement included a go-shop period and a modest 2% breakup fee; and none of the minority stockholders sought appraisal of their shares. No other interested parties emerged during the go-shop period. The Vice Chancellor emphasized (i) that it was "hugely powerful evidence of reasonableness" that the controller (the founding Schawk family, with a 61.5% stake) received the same consideration as the minority stockholders and (ii) that 83% of the outstanding shares not owned by the family voted in favor of the transaction.

While the Vice Chancellor stated that "[i]t would

14

K 2015 Thomson Reuters

 ................
................

In order to avoid copyright disputes, this page is only a partial summary.

Google Online Preview   Download