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12/5/2016
Estates and Probate Section Executive Committee Meeting (SEP161205)

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SBL160308-Business Law Section Meeting
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Business Law Section Meeting at the Quinnipiack Club in New Haven.

3/8/2016
When: Tuesday, March 8, 2016
6:00 p.m. - 9:00 p.m.
Where: Quinnipiack Club
221 Church St
New Haven, Connecticut 
United States
Contact: Member Service Center
(860)223-4400


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Short Program

Rob Feiner of Feiner Wolfson LLC will discuss the case of ECI v. Whiting Turner, et al., U.S. District Court (CT) March 30, 2015. The  subcontractor lost  its contract claims for compensation for scheduling delays and inefficiencies, and for breach of the covenant of good faith dealing as a result of (i) its own failure to honor the notice provisions of the Subcontract, and (ii) the board power and control granted to the General Contractor and limited remedies granted to Subcontractor in the Subcontract.

Main Program 

Paul Edelberg of Fox Rothschild LLP will present:

“Orchestrating a Tender Offer by a Controlling Member of a Privately Held Company under Delaware Law.”

A controlling shareholder that wants to acquire the target company will seek to avoid the application of the fairness doctrine under Delaware law and thereby avoid the prospect of shareholder actions to enjoin the process and to litigate share value, with the potential for a more costly acquisition.  The Delaware courts have shown greater leniency in avoiding the fairness doctrine in tender offers than in mergers.  Attorney Edelberg will discuss the development of Delaware case law in the context of a tender offer of a privately owned company and will base his discussion on a case study involving a tender for shares of a Delaware limited liability company, which presents additional unique issues.