Merger agreements entered into by Delaware corporations commonly include fiduciary out provisions in order to satisfy director fiduciary duty requirements to secure the best value reasonably available to stockholders under...more
A new decision from a federal court in Delaware reinforces the high burden that parties face in insulating an otherwise anticompetitive merger based on the so-called "failing firm" defense. The Justice Department ("DOJ")...more
Last week a Delaware federal district court unsealed its earlier opinion blocking the merger of two radioactive waste disposal companies. The court rejected the parties’ failing firm defense, citing the merger agreement’s “no...more