An agreement to effect a merger in which the target is a public company usually requires the target's board of directors to recommend that stockholders vote in favor of the merger. Exceptions to this recommendation requirement, known as "fiduciary outs," seek to reconcile the target board's fiduciary duty to obtain the best deal for its stockholders with the buyer's need for assurance that the deal will proceed to closing.
How Would Delaware Courts Treat Fiduciary-Out Provisions?
Delaware Business Court Insider
April 17, 2013
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