This advisory discusses the Delaware Court of Chancery’s recent denial of summary judgment to directors who approved a merger transaction in just seven days, and without conducting an active pre-signing or post-signing market check, even though the only bidder offered a “blowout” price. Moreover, given the board’s failure to take an active role in negotiating the merger and in informing itself of the value of the company, the court held that the directors could not benefit from the exculpatory provision in the company’s charter at the summary judgment stage because they may have breached their duty of loyalty by acting in bad faith.
The advisory is provided in PDF on the Alston & Bird Web site: http://www.alston.com/seclit_advisory_merger_revlon