Stockholder Rights Plans in Negotiated Mergers: Issues of Delaware Law

A resurgence of activist shareholder campaigns against negotatied M&A transactions has led to new adoptions of shareholder rights plans as defensive measures.  In several recent Delaware cases, the courts have examined the target board's process and the threat to the negotiated deal, and concluded that the board's action in adopting the plan met the Unocal standard.

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Potter Anderson & Corroon LLP is one of the largest and most highly regarded Delaware law firms, providing legal services to regional, national, and international clients. With more than 100 attorneys, the firm’s practice is centered on corporate law, corporate litigation, intellectual property, commercial litigation, bankruptcy, labor and employment, and real estate.