M&A and Corporate Governance Newsletter

In This Issue 

• Delaware Chancery Court Finds Reasonable Likelihood That Sales Process Undertaken by an Unconflicted Board Nevertheless Was Not Designed to Produce the Best Price for Stockholders, But Declines to Enjoin Transaction-Diane Holt Frankle

• Lessons in Attorney-Client Privilege From a Recent Delaware Decision-Catherine Schumacher, Daphne Morduchowitz, Joseph Clark

• Delaware Chancery Court Explains That Resignation May Not Immunize Directors From Liability in Every Case, and Declines to Dismiss Caremark Claims Where Directors Allegedly Abdicated Their Duties as Directors-Diane Holt Frankle

• Common Stockholders Successfully Challenge Delaware Board Actions Favoring Preferred Stockholders in Dilutive Financings-Charles Kao

• The Significance of Comprehensive Non-Reliance and Integration Clauses in Light of a Broad Full-Disclosure Representation-Paul Gibson