Stockholder Rights Plans in Negotiated Mergers: Issues of Delaware Law

John F. Grossbauer, Pamela L. Millard
The Review of Securities & Commodities Regulation

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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