Law.com Subscribers SAVE 30%
Call 855-808-4530 or email [email protected] to receive your discount on a new subscription.
Anti-Takeover Measures in Ebay v. Craigslist
Delaware corporate jurisprudence has long recognized the utility ' and upheld the validity ' of defensive measures implemented in response to, or in anticipation of, hostile takeover threats. The overwhelming majority of the decisions in jurisprudence generally arise in the context of contests for control of publicly traded companies. Not surprisingly, attacks from the perceived raider typically assail the self-interest and self-dealing of the board of directors and management of the target, alleging that the defensive measures adopted are more intended to entrench and enrich management than they are reasonably crafted to accomplish the defensive strategy proffered as justification.
The courts have sought to create a level playing field for such disputes, emphasizing that “a corporation does not have unbridled discretion to defeat any perceived threat.” Unocal Corp. v. Mesa Petroleum Co., 493 A. 2d 946, 955 (Del. 1985). Defensive measures must be reasonable in relation to the threat posed and cannot have as their sole or primary purpose the entrenchment of management. Id. However, what happens when the majority shareholders interest is so large as to make entrenchment and self-interest an academic issue? How far can the majority shareholders of a closely held company go to repel, and further insulate their company from, the perceived threat of a predatory minority stakeholder? By what standard will the majority shareholder's conduct be measured? Will the business judgment rule apply, or will entire fairness be required in defense of the measures implemented by the majority?
This premium content is locked for Entertainment Law & Finance subscribers only
ENJOY UNLIMITED ACCESS TO THE SINGLE SOURCE OF OBJECTIVE LEGAL ANALYSIS, PRACTICAL INSIGHTS, AND NEWS IN ENTERTAINMENT LAW.
- Stay current on the latest information, rulings, regulations, and trends
- Includes practical, must-have information on copyrights, royalties, AI, and more
- Tap into expert guidance from top entertainment lawyers and experts
Already a have an account? Sign In Now Log In Now
For enterprise-wide or corporate acess, please contact Customer Service at [email protected] or 877-256-2473
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
Why So Many Great Lawyers Stink at Business Development and What Law Firms Are Doing About It
Why is it that those who are best skilled at advocating for others are ill-equipped at advocating for their own skills and what to do about it?
Risks of “Baseball Arbitration” in Resolving Real Estate Disputes
“Baseball arbitration” refers to the process used in Major League Baseball in which if an eligible player's representative and the club ownership cannot reach a compensation agreement through negotiation, each party enters a final submission and during a formal hearing each side — player and management — presents its case and then the designated panel of arbitrators chooses one of the salary bids with no other result being allowed. This method has become increasingly popular even beyond the sport of baseball.
The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
A Lawyer's System for Active Reading
Active reading comprises many daily tasks lawyers engage in, including highlighting, annotating, note taking, comparing and searching texts. It demands more than flipping or turning pages.