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Delaware Chancery Court Allows Board to Abandon Sales Process
Earlier this year, the Delaware Chancery Court dismissed a claim by shareholders of First Niles Financial, Inc., alleging that the directors breached their fiduciary duty by abandoning a sales process, despite receiving offers that its financial adviser found to be “within a range supported by its financial models.” The court's decision in Gantler v. Stephens, 2008 WL 401124 (Dec. Ch. Feb. 14, 2008), is important in two respects. First, the court affirmed a Delaware board's right to abandon a sales process and, in effect, “just say no” to a merger proposal. Second, the court applied the deferential business judgment rule, rather than a more intrusive standard, in reviewing the Board's actions.
First Niles Sales Process
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