In re OPENLANE, Inc. Shareholders Litigation: Delaware Chancery Court Upholds “Sign and Consent” Transaction and Board Process


On September 30, 2011, Vice Chancellor Noble issued an opinion in In re OPENLANE, Inc. Shareholders Litigation that reiterated the permissibility of using a “sign and consent” structure for obtaining stockholder approval of a merger. The OPENLANE decision is also noteworthy as Vice Chancellor Noble declined to grant injunctive relief despite the fact that many of the efforts typically undertaken by a target company’s board of directors in a sale process were not utilized in the transaction at issue.

OPENLANE demonstrates that the restrictions against a fully locked-up merger set forth in the 2003 Omnicare2 decision do not bar stockholders from locking up a transaction through written consents immediately after the execution of a merger agreement. The OPENLANE decision further confirms that a board can satisfy its Revlon duties under appropriate circumstances even when its actions do not conform to customary practices in the change of control context.

Please see full article below for further information.

LOADING PDF: If there are any problems, click here to download the file.

Written by:

Published In:

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© King & Spalding | Attorney Advertising

Don't miss a thing! Build a custom news brief:

Read fresh new writing on compliance, cybersecurity, Dodd-Frank, whistleblowers, social media, hiring & firing, patent reform, the NLRB, Obamacare, the SEC…

…or whatever matters the most to you. Follow authors, firms, and topics on JD Supra.

Create your news brief now - it's free and easy »

All the intelligence you need, in one easy email:

Great! Your first step to building an email digest of JD Supra authors and topics. Log in with LinkedIn so we can start sending your digest...

Sign up for your custom alerts now, using LinkedIn ›

* With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name.