The New Delaware Takeover Statute PDF Download

Author: Lawrence A. Hamermesh
Publisher:
ISBN:
Category : Consolidation and merger of corporations
Languages : en
Pages : 428

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Author: Craig B. Smith
Publisher:
ISBN:
Category : Consolidation and merger of corporations
Languages : en
Pages : 388

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Author: Delaware
Publisher:
ISBN:
Category : Tender offers (Securities)
Languages : en
Pages :

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Author:
Publisher:
ISBN:
Category : Consolidation and merger of corporations
Languages : en
Pages : 394

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Book Description

Author: Rodman Ward
Publisher: Aspen Publishers
ISBN:
Category : Corporation law
Languages : en
Pages : 1492

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Book Description
As reporter for the revised Delaware Corporation Law, Ernest L. Folk played the decisive role in the actual drafting of the law. His great subsequent analysis now in its Fourth Edition is organized by code section, with incisive and extensively annotated commentary that includes: Strategies and options for specific business decisions and activities under the statute -- Detailed analysis of the practical applications and effects of each statutory provision and judicial decision -- All the major cases, many of them unreported and unavailable in any other source. You'll find easy-to-follow, ready-to-use guidance on such important matters as: Duties of officers and directors -- Director and officer liability -- The business judgment rule -- Standards of fairness in corporate transactions -- Administrative guidelines on filing Mergers and acquisitions -- The poison pill defense and other takeover tactics -- Contested takeovers, leveraged buyouts, and proxy contests -- Appraisal rights -- Alternative business entities and virtually everything else you'll need to know to solve problems arising under Delaware corporate law.

Author: Craig B. Smith
Publisher:
ISBN: 9781558714496
Category : Consolidation and merger of corporations
Languages : en
Pages :

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... analyzes Section 203 of Delaware's General Corporation Law, which was adopted to encourage fully priced tended offers and negotiated acquisitions and discourage highly leveraged takeovers of corporations.

Author: Prakhar Vaish
Publisher:
ISBN:
Category :
Languages : en
Pages : 0

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The Delaware Takeover law is a multitude of regimes that govern the conduct of Board of Directors in a business acquisition setting. During an acquisition there are numerous risks that need to be addressed including business risks, financial risks, commercial litigation, tax, intellectual property infringement, and antitrust issues. When a board is confronted with a proposed transaction, it has the obligation to determine whether the offer is in the best interests of the corporation and its shareholders. Absent certain limited set of circumstances when it needs to emphasize on short-term merits of the transaction, the board must focus at the long-term strategy of the combined company. This paper discusses the bidding war between Verizon and Qwest Communications over the acquisition of MCI, Inc. By invoking the legal mandate governing the Delware Corporate takeover law, the paper attempts to highlight such nuances of an acquisition setting.

Author: Ernest L. Folk
Publisher:
ISBN:
Category : Corporation law
Languages : en
Pages : 776

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Author: Bernard S. Black
Publisher:
ISBN:
Category : Antitakeover strategies
Languages : en
Pages : 44

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Book Description

Author: Guhan Subramanian
Publisher:
ISBN:
Category :
Languages : en
Pages : 0

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Book Description
Delaware's antitakeover statute, codified at Section 203 of the Delaware corporate code, is by far the most important antitakeover statute in the United States. When it was enacted in 1988, three bidders challenged its constitutionality under the Commerce Clause and the Supremacy Clause of the U.S. Constitution. All three federal district court decisions upheld the constitutionality of Section 203 at the time, relying on evidence indicating that Section 203 gave bidders a “meaningful opportunity for success,” but leaving open the possibility that future evidence might change this constitutional conclusion. This Article presents the first systematic empirical evidence since 1988 on whether Section 203 gives bidders a meaningful opportunity for success. The question has become more important in recent years because Section 203's substantive bite has increased, as Exelon's recent hostile bid for NRG illustrates. Using a new sample of all hostile takeover bids against Delaware targets that were announced between 1988 and 2008 that were subject to Section 203 (n=60), we find that no hostile bidder in the past nineteen years has been able to avoid the restrictions imposed by Section 203 by going from less than 15% to more than 85% in its tender offer. At the very least, this finding indicates that the empirical proposition that the federal courts relied upon to uphold Section 203's constitutionality is no longer valid. While it remains possible that courts would nevertheless uphold Section 203's constitutionality on different grounds, the evidence would seem to suggest that the constitutionality of Section 203 is up for grabs. This Article offers specific changes to the Delaware statute that would preempt the constitutional challenge. If instead Section 203 were to fall on constitutional grounds, as Delaware's prior antitakeover statute did in 1986, it would also have implications for similar antitakeover statutes in thirty-two other U.S. states, which along with Delaware collectively cover 92% of all U.S. corporations.