The rebirth of the tender offer? Paramount Communications, Inc. v. QVC Network, Inc

Article Abstract:

The defenses available to directors of target corporations in tender offers should be limited to instances where the directors are promoting the shareholders' opportunities to assess other offers. The Delaware Supreme Court's decision in Paramount Communications, Inc. v. QVC Network, Inc. to find a breach of fiduciary duty when the directors of the target company did not allow stockholders to consider the hostile bid was correct. The directors should not have acted to preclude shareholder decision-making. In such instances, directors actions should be limited to corporate planning strategies that will promote long-term value.

Corporate directors, Tender offers (Securities), Tender offers

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Standards of review in conflict transactions: an examination of decisions rendered on motions to dismiss

Article Abstract:

The author examines standards of review for motions to dismiss suits challenging mergers and acquisitions in Delaware since 1983. He concludes that motions to dismiss such suits usually succeed if the corporation in question has some directors who have no potential conflicts of interest.

Standards, Evaluation, Cases, Acquisitions and mergers, Conflict of interests (Agency), Judicial review, Motions (Law), Conflicts of interest

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Reining in good intentions: common law protections of voting rights

Article Abstract:

Courts in Delaware often review the actions of corporate directors in mergers and acquisitions by standards relating to fiduciary duties. Instead, corporate directors engaged in deal protection measures should be reviewed by their actions' effect on stockholders' voting rights.

Protection and preservation, Voting rights (Stockholders)

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