SelectSmart.comSelectSmart.com
Before you decide
Over 20,000 selectors
pooop's flowchart create and edit page

▷ ▶ Transactions in Control SelectSmart.com free Law flowcharts and decision trees.
LawTransactions in Control
By pooop
Category: Law. Viewed 696 times. Created December 2013.     Disclaimer.   
    Make your own flowchart
                
RATE THIS
FLOWCHART






Transactions in Control

                 
Has he disclosed his interest?
YES
Then this isn't a transaction in control, dummy. But is there a nonmajority interested shareholder?
NO
Is there a controlling shareholder?
YES
What's he doing with his control?
Selling it.

YES

NO







Did either the disinterested directors or the shareholders ratify?
In itself unfair. Disgorgement of profits even if price was fair. (Oysters)
Do a majority of the minority shareholders ratify? Or did majority of disinterested directors approve?
Exercising it. (Kahn v. Lynch).
Free to get a premium unless it interferes with long-term interests of the corporation. (Zeitlin, Perlmann)

NO

YES



NO

YES



Equal fairness, burden on D. (Cookies, Cooke)
Was the transaction waste?
Equal fairness, burden on D.
Equal fairness, burden on P.
 


YES

NO






Requires unanimous consent of shareholders. (Vogelstein)
Equal fairness, burden on P.