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Full-Text Articles in Law
Auction Theory And Standstills: Dealing With Friends And Foes In A Sale Of Corporate Control, Christina M. Sautter
Auction Theory And Standstills: Dealing With Friends And Foes In A Sale Of Corporate Control, Christina M. Sautter
Christina M. Sautter
A fundamental issue in Delaware mergers & acquisitions (M&A) law is the extent to which a target company’s board of directors may restrict a sales process to extract value from bidders and grant a “winning bidder” certain deal protections to protect a transaction from being overbid. Standstill agreements are one such form of deal protection. Standstills prevent bidders from making or announcing a bid for the target without the target’s consent both during the sales process and for a period after the sales process is completed and the target has executed an agreement with a “winning bidder.” Recent 2011 and …
Widener Law, The Institute Of Delaware Corporate & Business Law, On-Line Symposium: Default Fiduciary Duties In Llcs And Lps, Lawrence Hamermesh
Widener Law, The Institute Of Delaware Corporate & Business Law, On-Line Symposium: Default Fiduciary Duties In Llcs And Lps, Lawrence Hamermesh
Lawrence A. Hamermesh
No abstract provided.
Revisiting And Re-Evaluating Omnicare 10 Years Later, Megan Wischmeier Shaner
Revisiting And Re-Evaluating Omnicare 10 Years Later, Megan Wischmeier Shaner
Megan Wischmeier Shaner
Abstract Known as one of the premier business courts in the country, very few decisions of the Delaware Supreme Court have garnered as much criticism as Omnicare, Inc. v. NCS Healthcare, Inc. In a court famously known for issuing unanimous decisions, Omnicare led to two separate dissenting opinions. In the dissents and in the years since its issuance, the majority’s decision has been faulted not only for its doctrinal shortcomings, but also for its potentially negative impact on M&A activity and its poor corporate policy implications. This has led many academics and practitioners to ask whether Omnicare was a normatively …
Revisiting And Re-Evaluating Omnicare 10 Years Later, Megan Wischmeier Shaner
Revisiting And Re-Evaluating Omnicare 10 Years Later, Megan Wischmeier Shaner
Megan Wischmeier Shaner
Abstract Known as one of the premier business courts in the country, very few decisions of the Delaware Supreme Court have garnered as much criticism as Omnicare, Inc. v. NCS Healthcare, Inc. Indeed, much of the criticism originated from the court itself; in a court famously known for issuing unanimous decisions, Omnicare led to two separate dissenting opinions. In the dissents and in the years since its issuance, the majority’s decision has been faulted not only for its doctrinal shortcomings, but also for its potentially negative impact on merger and acquisition activity and its poor corporate policy implications. This has …
Revisiting And Re-Evaluating Omnicare 10 Years Later, Megan Wischmeier Shaner
Revisiting And Re-Evaluating Omnicare 10 Years Later, Megan Wischmeier Shaner
Megan Wischmeier Shaner
Abstract Known as one of the premier business courts in the country, very few decisions of the Delaware Supreme Court have garnered as much criticism as Omnicare, Inc. v. NCS Healthcare, Inc. Indeed, much of the criticism originated from the court itself; in a court famously known for issuing unanimous decisions, Omnicare led to two separate dissenting opinions. In the dissents and in the years since its issuance, the majority’s decision has been faulted not only for its doctrinal shortcomings, but also for its potentially negative impact on merger and acquisition activity and its poor corporate policy implications. This has …
Limiting And Eliminating (And Establishing?) Fiduciary Duties In Delaware Business Entities, Lawrence Hamermesh
Limiting And Eliminating (And Establishing?) Fiduciary Duties In Delaware Business Entities, Lawrence Hamermesh
Lawrence A. Hamermesh
No abstract provided.