PLI has posted yet another free article – this time it is "Mergers
and Acquisitions: A Delaware Checklist" by Frederick H. Alexander,
Patricia O. Vella and Melissa A. DiVincenzo of Morris, Nichols,
Arsht & Tunnell, a law firm located in Wilmington, Delaware. PLI’s summary of the article:
"The authors
neatly divide their outline into four parts, with separate
treatment of and case citations for:
- Fiduciary Standards – the
renowned business judgment rule is the touchstone here; - Duties to Creditors – with primary emphasis on the "entire fairness" doctrine;
- Merger Agreement Provisions – the favorite here is the "no talk/no solicitation" rule, which reminds Toolbox of its disastrous efforts at selling candy door-to-door in high school. The homeowner would open the door and Toolbox would just stand there mute (or would just run away before the door opened) with the box of chocolates;
- Structural Issues – special attention is paid to Section 203′s "severe restrictions on transactions between corporations and stockholders who own more than 15% of its voting stock."
Could be an interesting read now that M&A activity is heating up once again.
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