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Duties of the board of directors when a company is for sale

Duane Morris LLP
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USA
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April 4 2007

The obligations of a board of directors in the discharge of their fiduciary duties are especially significant when the company is for sale

Words matter: financial advisors need to be careful using form engagement letters

Duane Morris LLP
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USA
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November 6 2009

Financial advisors may be held liable to third-party beneficiaries for breach of contract and fiduciary duty claims based in part on the specific language in a form public-company engagement letter that was used for a private company transaction

Delaware Chancery Court refines applicability of entire fairness and business judgment standards of review for certain merger transactions

Duane Morris LLP
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USA
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November 10 2009

In a recent decision, the Delaware Chancery Court provided new guidance on the standard of review to be applied to a merger in which a controlling stockholder participates and receives different aggregate consideration than minority stockholders, but does not stand on "both sides of the transaction."

Delaware Supreme Court reverses Lyondell; clarifies when Revlon duties attach and standard for bad faith

Duane Morris LLP
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USA
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April 2 2009

The Delaware Supreme Court recently reversed the Delaware Court of Chancery's decision in Lyondell Chemical Co. v. Ryan, denying summary judgment for the directors of Lyondell Chemical Company ("Lyondell") as to Revlon and "deal protection" claims and whether the directors of Lyondell breached their duty of loyalty in connection with the acquisition of Lyondell by Basell AF ("Basell"

Delaware Court of Chancery revisits directors' duty of good faith and obligation to maximize sale value

Duane Morris LLP
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USA
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August 27 2008

One of the most important protections available to directors of Delaware corporations is an exculpatory charter provision permitted by 102(b)(7) of the Delaware General Corporation Law (the "DGCL"

Investment banker to a seller's board owes no fiduciary duties to the seller's shareholders, Seventh Circuit rules

Duane Morris LLP
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USA
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September 5 2008

The U.S. Court of Appeals for the Seventh Circuit recently held that Morgan Stanley & Co., Inc. ("Morgan Stanley") did not owe any contractual or extra-contractual duty to the shareholders of 21st Century Telecom Group, Inc. ("21st Century" and its shareholders, the "Shareholders"

JOBS Act substantially deregulates mechanics of securities offerings

Duane Morris LLP
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USA
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April 13 2012

In one of the most sweeping changes to the securities offering environment in years, the Jumpstart Our Business Startups Act, commonly referred to as the JOBS Act, became law on April 5, 2012

Chancellor Strine’s El Paso opinion critical of CEO and Goldman Sachs, provides guidance on M&A conflicts of interest

Duane Morris LLP
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USA
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March 28 2012

Chancellor Strine rebuked Goldman Sachs and El Paso CEO Doug Foshee on the record and agreed with disgruntled shareholders that the sale process was likely tainted by breaches of fiduciary duty, but in the end, the Chancellor declined to enjoin a stockholder vote on the proposed $31 billion acquisition of El Paso by Kinder Morgan

Acquirers should mind potential exposure in stockholder litigation

Duane Morris LLP
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USA
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February 27 2012

Every public company evaluating a potential acquisition analyzes a multitude of variables to see if the transaction makes business sense

Facts insufficient to rebut business judgment rule

Duane Morris LLP
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USA
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January 9 2008

While Revlon1 placed paramount importance on directors' duty to seek the highest sale price once their corporation is on the block, simply pointing to a less-than-ideal purchase price is not enough to trigger heightened scrutiny of the directors' actions during the sale process