The recently published “The Friedman Essay and the True Purpose of the Business Corporation” defends a view of stakeholder governance that reflects the following two basic flaws...more
Recently a definition of corporate purpose has been proposed and elaborated on in a memorandum captioned “On the Purpose of the Corporation” (the Corporate Purpose Memo)....more
The dawn of a new decade brings with it the certainty of ongoing challenges to the conduct of public company directors based on alleged breaches of fiduciary duty.
This note is a brief reminder for directors of Delaware...more
Akorn Found -
In Vice Chancellor J. Travis Laster’s recent opinion in Akorn, Inc. v. Fresenius Kabi AG, he discusses (on pages 212-216) the general subject of “efforts” clauses in contracts governed by Delaware law. The...more
11/2/2018
/ Acquisitions ,
Appeals ,
Burden of Proof ,
Commercially Reasonable Efforts ,
Contract Terms ,
Delaware General Corporation Law ,
Merger Agreements ,
Mergers ,
Reasonable Efforts Clauses ,
Standard of Proof ,
Standard of Review