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In late 2012, the Delaware Court of Chancery made two significant rulings on the efficacy of standstill provisions. In In re Complete Genomics, Inc. Shareholder Litigation, Vice Chancellor J. Travis Laster analogized “don’t ask, don’t waive” standstills to “no-talk” provisions in merger agreements. No-talk provisions prohibit a target company and its board from discussing alternative transactions with third parties, and have been deemed impermissible by the Court of Chancery absent certain outs. Don’t ask, don’t waive provisions prevent potential bidders from requesting that the target company waive the terms of a standstill agreement to which the potential bidder agreed. 

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