Category: Fiduciary Duties
Renegotiating Deal Terms? Delaware Reminds Fiduciaries of Unremitting Duties
In Captain Phillips, a pirate hijacks a ship and turns to the captain and says (in what is an amazing improvised line) “Look at me, I’m the captain now.”[1] While the comparisons between piracy and M&A will take us only so far, let us start with an observation: boards and […]
Whataday for Special Committees: Salladay v. Lev Clarifies Committee Formation Requirements in Non-MFW Scenarios
In late February as the COVID-19 pandemic was accelerating, the Delaware Chancery Court issued an important decision that is likely to impact transactions during the expected recession. In Salladay v. Lev, C.A. No. 2019-0048-SG (Del. Ch. Feb. 27, 2020) (“Salladay”), the court held that a conflicted transaction – not involving […]
New Pubcos Should Consider Defensive Health in Light of ISS/GL Recommendations
ISS and Glass Lewis are continuing to apply special scrutiny to certain corporate governance provisions of “newly public” companies (generally, companies that have gone public in 2014 or later). See our December 2016 client alert. In short, the latest policies (which have evolved over the last few years) provide that […]