Law360, New York ( January 2, 2013, 3:53 PM EST) -- In a second Chancery transcript ruling on the subject in recent weeks, Chancellor Leo E. Strine Jr. has made clear that Delaware has no per se rule against "Don't Ask, Don't Waive" standstill provisions (which prohibit a party subject to a standstill, including a losing bidder in an auction, from requesting a waiver from its standstill obligations). The chancellor also provided guidance for using such a provision as an "auction gavel" to secure the best price reasonably available to a target company involved in a sales process. The Dec. 17 ruling in In Re Ancestry. com is a welcome clarification that will help maintain the vitality of auctions where a target wants to incentivize bidders to come forth with their highest bid. . . .
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