An interesting case is unfolding in Delaware Chancery Court. The case was brought by the shareholders of El Paso Corp. against the El Paso board and its banker, Goldman Sachs, and it involves the $23 billion merger between El Paso and Kinder Morgan. More specifically, it involves the unusual manner in which the merger was negotiated by El Paso and whether the El Paso shareholders were legally injured by the El Paso board's failure to maximize shareholder value. The case bears watching because of what it says about the boundary between permissible and impermissible conflicts of interest and board conduct.
How to Negotiate a Merger: Delaware Case Presses for Answer
The Legal Intelligencer
September 7, 2012
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