The Rise of ‘Nanny Corporations’

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The term "nanny state" often critically refers to policies where government is perceived as being excessive in its desire to protect or control particular aspects of society while simultaneously undermining personal responsibility. For example, the San Francisco Board of Supervisors recently voted to ban McDonald’s and other fast-food restaurants from providing free toys with Happy Meals and similar food items because those meals contain an unacceptable level of calories, fat and sodium. Excessive state action is used to protect people from the consequences of their actions by restricting options.

Has Delaware precedent on poison pills and other takeover defenses produced a so-called "nanny corporation" in which shareholders are prevented from deciding whether they want to tender their shares in a so-called "best and final" all-cash tender offer, even though the shareholders have all the information required to make an informed choice? The recent decision by Chancellor William Chandler in the Air Products-Airgas fight suggests yes.

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