Editing Mergers and acquisitions (section)

===Arm's length mergers===
An arm's length merger is a merger: 
# approved by disinterested directors and 
# approved by disinterested stockholders:
″The two elements are complementary and not substitutes. The first element is important because the directors have the capability to act as effective and active bargaining agents, which disaggregated stockholders do not. But, because bargaining agents are not always effective or faithful, the second element is critical, because it gives the minority stockholders the opportunity to reject their agents' work. Therefore, when a merger with a controlling stockholder was: 1) negotiated and approved by a special committee of independent directors; and 2) conditioned on an affirmative vote of a majority of the minority stockholders, the business judgment standard of review should presumptively apply, and any plaintiff ought to have to plead particularized facts that, if true, support an inference that, despite the facially fair process, the merger was tainted because of fiduciary wrongdoing.″<ref>In re Cox Communications, Inc. Shareholders Litig., 879 A.2d 604, 606 (Del. Ch. 2005).</ref>