Series 79 practice questionhardSqueeze-Out Mergers and Appraisal Rights
In an entire fairness review under Delaware law, which two elements must be satisfied?
- AFair dealing and fair price✓ Correct answer
- BMajority of minority approval and board recommendation
- CAppraisal rights and drag-along rights
- DSuperior offer and fairness opinion
Explanation
Why A — Fair dealing and fair price
Entire fairness requires both fair dealing (process) and fair price (economic terms). The trap is thinking fairness can be established by only one factor or by unrelated procedural steps.
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