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DGCL Section 251(h) - Year in Review Report

Section 251(h) of the Delaware General Corporation Law (the “ DGCL ”) took effect just over a year ago. That statute was designed effectively to permit a simultaneous closing of the front-end tender or exchange offer and back-end merger in a two-step transaction if certain preconditions – notably, that a sufficient number of shares are tendered in the offer – are satisfied. In this report, we survey some of our observations on the use of Section 251(h) over the past year, both generally and with respect to specific merger provisions, and discuss statutory amendments to Section 251(h) that took effect August 1, 2014 (the “ 2014 Amendments ”).

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