Auction Fiduciary Duty

News & Analysis as of

New Delaware Decisions Provide Strong Support for Independent Board Decisions in the Sale of a Company

On December 19, 2014, the Delaware Supreme Court, in C&J Energy Services, Inc. v. City of Miami General Employees' & Sanitation Employees' Retirement Trust, issued a strongly worded decision refusing to enjoin a change of...more

No Auction Required – Delaware Supreme Court Affirms Board Flexibility under Revlon

Ruling that an active solicitation process is not necessarily required for a target board of directors to satisfy its fiduciary duties in a change of control transaction, the Delaware Supreme Court overturned a preliminary...more

Gallagher v. Long, C.A. No. 8181-CS (Del. Ch. Feb. 28, 2013) (Strine, C.)

In this letter opinion, the Delaware Court of Chancery granted a motion to dismiss a breach of fiduciary duty claim under the doctrine of laches and rejected motions for oral argument and to recuse Chancellor Leo Strine....more

"Don't Ask, Don't Waive" Standstill Provisions: Impermissible Limitation on Director Fiduciary Obligations or Legitimate,...

Under Revlon and its progeny, directors of Delaware corporations have a duty to take reasonable steps to ensure that stockholders receive the highest price reasonably available in a sale of the company. One way that target...more

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