Waiting In Limbo: Deal Terms That Define The Rights And Obligations


“The directors of a Delaware corporation have a continuing obligation discharge their fiduciary responsibilities, as future circumstances develop, after a agreement is announced.”1 Among other things, until such time as the stockholders on the proposed merger, the board has a continuing duty to (i) remain informed information reasonably available that is material to the stockholders’ decision,

(ii) respond to a competing acquisition proposal in a manner consistent with interests of the stockholders, and (iii) evaluate whether to maintain an affirmative recommendation that the stockholders vote in favor of the proposed transaction.

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