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Directors' Duties in M&A Context

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Directors' Duties in M&A Context

Kirkland & Ellis: Custom (Go-)Shopping

June 18, 2013 Koehler v. NetSpend: Revlon Duties Likely Breached in Single-Bidder Sale

Paul Hastings: Delaware Court of Chancery Applies Business Judgment Rule Standard of Review to Controlling Stockholder Going Private Merger

June 18, 2013 In re MFW Shareholders Litigation: Going-Private Merger gets Business Judgment Rule

Akin Gump: Recent Delaware Court of Chancery Decisions Address Revlon Duties in Single-Bidder Sale-of-Control Transactions

June 18, 2013 Koehler v. NetSpend: Revlon Duties Likely Breached in Single-Bidder Sale

Del Monte: Boards Can Learn From Enjoined Buyout & Deal Provisions

Kaye Scholer: Lessons for Boards of Directors from In Re Del Monte Foods Company Shareholder Litigation

Morrison Foerster: The Del Monte Decision: Court Finds Likely Breach of Fiduciary Duties by Board Arising from Actions by Financial Advisor; Postpones Merger Vote and Enjoins Deal Protections

Foley & Lardner: Investment Banker Conflicts Attract Greater Judicial Scrutiny

Takeover Defenses

Gibson Dunn: First Steps upon Receiving an Unsolicited Takeover Proposal

Haynes and Boone: March Madness: Is Your Public Company an Acquisition Target?

Chadbourne & Parke: Rights Plans in a New Era: Recent Drafting Trends

Selectica & the "NOL" Poison Pill

Jackson Walker: Delaware Supreme Court Upholds NOL Stockholder Rights Plan

Milbank: Delaware Supreme Court Upholds Validity of “NOL” Rights Plan

Morrison Foerster: Delaware Supreme Court Upholds NOL Poison Pill

Air Products v Airgas: Delaware Court Blesses Board Use of Poison Pill

Milbank: Court of Chancery Upholds Airgas' Use of Rights Plan as a Defense Against Hostile Takeover

Jackson Walker: Poison Pill Still a Viable Prescription in Delaware

Orrick: Delaware Court of Chancery Refuses to Order Airgas Board's Redemption of Poison Pill and Reaffirms Directors' Decision-Making Authority in Hostile Takeover Bid Context

Delaware Court Okays Barnes & Noble Rights Plan

Jones Day: Barnes & Noble Defends Poison Pill Adopted in Context of Proxy Contest in Yucaipa

Mayer Brown: Delaware Courts Decide the Validity of Two Poison Pills

Milbank: Delaware Court of Chancery Upholds Rights Plan Adopted in Response to Open Market Stock Accumulation Program [Yucaipa American Alliance Fund II, L.P. v. Riggio]

Airgas: Attempt to Compress Corporate Calendar With Bylaw Amendment Fails

White & Case: Delaware Supreme Court Rejects Bylaw Amendment Curtailing Term of Staggered Board of Directors

Simpson Thacher: The Delaware Supreme Court Invalidates a Bylaw Amendment Changing the Date of Airgas, Inc.’s Annual Meeting

Shearman & Sterling: Delaware Supreme Court Reverses Chancery Court and Invalidates Proposed Bylaw Amendment that Would Have Reduced the Interval between Annual Meetings for Election of a Classified Board

In Re Dollar Thrifty: Process & Reasonableness Key to Revlon Duties

Skadden: Revlon Update: Rejection of Nominally Higher Offers Because of Nonconsummation Risks Upheld in Two Recent Delaware Court of Chancery Cases

Milbank: Delaware Court Refuses to Enjoin Dollar Thrifty Merger With Hertz

Kirkland & Ellis: Revlon — Different Strokes for Different Folks?

Lyondell, Revlon & The Duty of Good Faith

Squire Sanders: Lyondell: A Victory for Corporate Directors in the Delaware Supreme Court

Paul Hastings: Lyondell Chemical Co. v. Ryan: Yes, You Can (Purchase or Sell a Delaware Company with a Preemptive Bid to a Disinterested Board)

Sullivan & Cromwell: Delaware Supreme Court Rejects Bad Faith Claim Against Lyondell Board: The Court Rejects a Claim that a Truncated Sale Process Run by an Independent Board Violated the Directors’ Duty to Act in Good Faith

Hammons Hotels & Entire Fairness Standard of Review

Drinker Biddle: Procedural Safeguards in a Buyout Get a Boost [In re John Q. Hammons Hotels Inc. Shareholder Litigation]

Milbank: Delaware Court Cites Inadequacy of Minority Protections in Applying Entire Fairness Standard to Third Party Buy-out of a Controlled Corporation [John Q. Hammons Hotels Inc. Shareholder Litigation]

Shearman & Sterling: Delaware Court Clarifies Application of Entire Fairness Standard to Mergers Involving Controlling Shareholders [In re John Q. Hammons Hotels Inc. Shareholder Litigation]