Director Duties in M&A Transactions: Evolving Standards of Review Under Delaware Law
Application of Business Judgment Standard vs. the Entire Fairness Standard in Evaluating Fiduciary Duty
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will review the latest developments regarding the fiduciary duties corporate directors and officers owe stockholders when considering and conducting an M&A transaction. The panel will discuss recent Delaware court decisions and their implications for director and officer liability, exculpation from liability under Delaware Section 102(b)(7), and evolving standards of review.
- Evolving standards of review
- Factors to consider in a sales process
- Financial adviser risks
- Conflicts of interest
- Proxy statement disclosures
- Officer liability
The panel will review these and other relevant issues:
- How should counsel advise directors regarding their fiduciary duties and the evolving standards of review in connection with M&A deals?
- What disclosures must be made by directors to shareholders during the sale process?
- When and how can §102(b)(7) exculpatory provisions be used to protect directors from liability for breach of fiduciary duty?
Michael D. Allen
Richards Layton & Finger
Mr. Allen counsels corporations, officers, directors, boards and stockholders on transactional and advisory... | Read More
Mr. Allen counsels corporations, officers, directors, boards and stockholders on transactional and advisory matters, including mergers and acquisitions, divestitures, recapitalizations, proxy contests, stockholder meetings, and corporate governance issues. His practice also involves rendering legal opinions on Delaware corporate law issues and he is a frequent speaker regarding Delaware law developments.Close
Gardner F. Davis
Foley & Lardner
Mr. Davis focuses his practice on corporate law. He advises boards of directors and special committees in regard to... | Read More
Mr. Davis focuses his practice on corporate law. He advises boards of directors and special committees in regard to fiduciary duty issues in various contexts, and he has extensive experience restructuring financially distressed enterprises, both inside and outside of bankruptcy. He is a member of the firm's Transactional & Securities, Bankruptcy & Business Reorganizations, and Private Equity & Venture Capital Practices. He frequently represents buyers and sellers in mergers and acquisition transactions, from management buy-outs to combinations of large public companies.Close