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The Go-Shop “Lure”: Go-Shop V. No-Shop In Merger And Acquisition In Public Company, Yilei Zhou Dr.
The Go-Shop “Lure”: Go-Shop V. No-Shop In Merger And Acquisition In Public Company, Yilei Zhou Dr.
Yilei Zhou Dr.
In March 2013, one of the world biggest PC retailers, Dell, announced its privatization plan, in which adopted the go-shop clause. Although used by many public companies in merger and acquisition, the go-shop clause in fact developed from Revlon duty, that board of director must act in good faith to maximize the shareholders’ interests in the deal. Generally speaking, since traditional no-shop clause without “fiduciary out” provision in merger agreement conflict with board’s Revlon duty, consequently, if running successfully, the go-shop clause is the best tool for shareholders to maximize their interests. However, court imputes many restrictions on the board …