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Jones Day

Delaware Court of Chancery Finds Breach of Fiduciary Duty in Activist-Induced Sale

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The Situation: A Delaware court recently found that a board breached its fiduciary duties by bowing to activist pressure and engaging in a sale rather than continuing the business as a going concern. The Case: In re PLX...more

Morris James LLP

Court of Chancery Applies Business Judgment Standard Under New Supreme Court Precedent

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This is an important decision that reverses a prior opinion in the same case. The Court did so because after it issued its prior opinion, the Delaware Supreme Court issued its Corwin decision holding that when a merger is...more

Cadwalader, Wickersham & Taft LLP

Chancery Court Provides Lessons on Conflicts of Interest in a Sales Process – Holds Only Financial Advisor Open to Liability

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In an October 1st decision (In re Zale Corporation), the Delaware Chancery Court dismissed claims that Zale Corporation’s directors breached their fiduciary duties in connection with Zale’s agreement to merge with Signet. ...more

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