News & Analysis as of

Confidentiality Agreements: How To Draft Them And What They Restrict

I. Confidentiality Agreements And Their Effects Are Evolving - A confidentiality agreement (also sometimes called a non-disclosure agreement or “NDA”) is typically the first stage for the due diligence process in a...more

The Ropes Recap: Mergers & Acquisitions Law News

In this issue: *News from the Courts - Refinement re “Don’t Ask, Don’t Waive” Standstill Agreements - Proposed Delaware “Medium-Form Merger” To Create an Alternative to Top-Up Options - Court Rejects...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

“Don’t Ask, Don’t Waive” Standstill Provisions and the Board’s Duty to Stay Informed

A trio of Delaware Court of Chancery rulings in 2012 have re-emphasized a target board’s duty to stay informed of material information throughout all stages of a transaction and have highlighted possible tensions between...more

Delaware Court Provides Further Guidance on Enforceability of “Don’t Ask, Don’t Waive” Standstills

On November 27, 2012, a bench ruling by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery in In re Complete Genomics, Inc. Shareholder Litigation enjoined the enforcement of a “Don’t Ask, Don’t Waive”...more

Delaware Court Of Chancery Clarifies The Enforceability Of ‘Don’t Ask, Don’t Waive’ Provisions In Standstill Agreements

On December 17, 2012, in In re Ancestry.com Inc. S’holder Litig., C.A. No. 7988-VS (Del. Ch. Dec. 17, 2012), the Delaware Court of Chancery issued a bench ruling addressing a recent decision enjoining enforcement of a “Don’t...more

Delaware Chancery Court: “Don’t Ask, Don’t Waive” Standstill Agreements can Breach Board’s Fiduciary Duties

We reported in the recent Ropes Recap quarterly M&A newsletter about a bench ruling by Delaware Vice Chancellor Laster calling into question the enforceability of M&A standstill agreements that prohibit bidders from...more

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