M & A Law Prof Blog
Latest from M & A Law Prof Blog - Page 2
Fiduciary Duties Trump Contract! Oh. That’s new.
Rep Krista Griffith, a proud member of the Delaware Bar, on the floor of the House during debate over SB 313 made it clear to those of us in attendance, that fiduciary duties always trump contract. I guess she wanted…
The dead hand pill is back
Still thinking about the implications of new § 122(18). One thing, if you ever wanted a dead hand poison pill – made illegal by Carmody v. Toll Brothers (1998) - well that's now possible. The dead hand pill purported restrict…
Reflections on Delaware Amendments
OK, so last night, the Delaware House passed SB 313 and sent the 2024 amendments to the DGCL to the governor for signature. Ordinarily, this would not be the kind of thing that would get much notice. Amendments to the…
122(18) Kills the Close Corporation
Joan Heminway makes excellent points about proposed § 122(18) over at the Business Law Prof Blog. One wonders whether there is even a future for the Delaware statutory close corporation following passage of § 122(18). Close corporations are governed…
Bulletproof deals are coming back, baby!
SB 313, including new § 122(18) is advancing on the floor of the Delaware Senate today. First, things first. This bill is a bad idea. It shouldn't pass. That said, think of all the opportunities once it becomes legal for…
Making things worse
Usually, we do things. Then people say, "hey, that doesn't work." And, in response, we fix things up and try to do better. Is it possible to get comments on a thing and then make things worse? That's hard. I…
Be careful what you wish for
And then there's the Crispo amendment. Frankly, I don't understand the motivation for rushing this one through. Really, I don't think anyone has thought very hard about the implications of this amendment. Why? Proposed § 261 permits parties to merger agreements…