Olshan Client United Capital Corp. Wins Motion to Dismiss
Olshan represented United Capital Corp. and AF Petrocelli in the buyout by Mr. Petrocelli of the remaining shares of United Capital Corp. not held by him pursuant to the short-form merger rules of the Delaware General Corporation Law. Certain cashed out stockholders filed a class action lawsuit in the Delaware Court of Chancery claiming the disclosure describing the transaction provided insufficient information. The Delaware Chancery Court, in granting United Capital’s Motion to Dismiss and denying post-closing quasi-appraisal rights for the class, stated that cashed-out stockholders had sufficient information to determine whether to seek appraisal including financial statements for the current and two prior years, management’s analysis of the company’s financial status, disclosures about the background of the merger and disclosures relating to potential board and special committee conflicts. The Olshan team representing AF Petrocelli and United Capital in structuring the transaction and drafting the disclosure documents was Steve Wolosky and Kenneth Schlesinger. A link to an article describing the Delaware Court of Chancery decision is here.