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Post-Siliconix Freeze-Outs: Theory, Evidence & Policy
2005
Social Science Research Network
At approximately the same time that the Sarbanes-Oxley Act increased the costs associated with being a public company, important Delaware case law created a difference in the standard of judicial review for the two basic methods of freezing out minority shareholders. While a freeze-out executed as a statutory merger is subject to stringent "entire fairness" review, the Delaware Chancery Court held in In re Siliconix Shareholders' Litigation that a freeze-out executed as a tender offer is not.
doi:10.2139/ssrn.530284
fatcat:jutco3mavveolcegaqhfylaxk4