When Activists Are At The Gate: Lessons From Chancery
By Edward Micheletti, Jessica Kunz and Chad Davis ( November 29, 2017, 12:47 PM EST) -- Several recent decisions applying Delaware law offer helpful insight about the impact that activist investor involvement has on board decision-making leading to a transaction, and how those decisions will be reviewed by the courts in any subsequent litigation. These cases demonstrate the importance of careful responses by boards of directors to satisfy their fiduciary duties in the face of activist pressure. Discussed below is a case addressing the implications of activism in the context of the Corwin doctrine[1] and three cases addressing the potential effect activist involvement can have on the judicial standard of review of a transaction....
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