A Delaware Chancery Court voided the sale. Why? Selling substantially all assets (over 50% of value) is a fundamental change. Under DGCL § 271, it requires majority of outstanding shares , not just votes cast. Beta Corp had to unwind the transaction, paying millions in damages.
Whether you find your guide on a file-sharing site or in a $300 textbook, remember the golden rule of fundamental changes:
The concept of "fundamental changes" refers to a profound shift in the core structure, nature, or operation of a system, whether it be personal, societal, or technological. Such changes are not merely cosmetic; they redefine the trajectory of the entity involved. The Nature of Fundamental Change
A Delaware Chancery Court voided the sale. Why? Selling substantially all assets (over 50% of value) is a fundamental change. Under DGCL § 271, it requires majority of outstanding shares , not just votes cast. Beta Corp had to unwind the transaction, paying millions in damages.
Whether you find your guide on a file-sharing site or in a $300 textbook, remember the golden rule of fundamental changes:
The concept of "fundamental changes" refers to a profound shift in the core structure, nature, or operation of a system, whether it be personal, societal, or technological. Such changes are not merely cosmetic; they redefine the trajectory of the entity involved. The Nature of Fundamental Change