Michael Gass

Michael Gass

Choate Hall & Stewart LLP

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Latest Posts › Board of Directors


Chancery Court Provides Additional Room for Shareholders Challenging Change of Control Transactions

What you need to know: In its recent decision in Chen v. Howard-Anderson, Delaware’s Court of Chancery held that directors and officers may be found to have acted in bad faith, thereby breaching their fiduciary duty of...more

7/18/2014 - Bad Faith Board of Directors Change in Control Corporate Counsel Corporate Officers Directors Fiduciary Duty Personal Liability Shareholder Activism Shareholders

Delaware Chancery Court Offers New Guidance for Boards Considering Single-Bidder Sale Processes

What you need to know: The Delaware Court of Chancery has put companies on notice that sale processes that involve a single bidder, while permissible, must be designed to ensure that the board satisfies its Revlon duty...more

7/4/2013 - Board of Directors Don't Ask - Don't Waive Injunctions Revlon Standard Standstill Agreements

Going-Private Mergers with Controlling Stockholders Subject to Business Judgment Under Right Circumstances - At Least For Now

What you need to know: A recent decision by the Delaware Court of Chancery holds that a going-private merger with a controlling stockholder will be subject to the business judgment rule, not entire fairness review, if...more

6/20/2013 - Board of Directors Business Judgment Rule Controlling Stockholders Going-Private Transactions

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