News & Analysis as of

Proxy Put Aiding and Abetting

Manatt, Phelps & Phillips, LLP

Dead Hand Proxy Puts Create Litigation Risk for Lenders

Why it matters - In a noteworthy decision, the Delaware Court of Chancery ruled that a lender could be held liable for aiding and abetting a breach of fiduciary duty by directors of a public company borrower by including...more

Morris James LLP

Proxy Puts: Consider With Caution

Morris James LLP on

Directors of a Delaware corporation that enters into a financing agreement with a lender may breach their fiduciary duties if the financing agreement contains a common provision allowing the lender to accelerate and demand...more

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