The 'Caremark' Decision

Delaware courts will no longer uncritically defer to boards on so-called mergers of equals, especially when it seems to be an outright acquisition and gives huge benefits to officers and directors. While Delaware courts condemned unfair deals or terms in the past, this is a departure from the high business judgment rule deference accorded like transactions under Time Warner. Caremark reminds us that cases are decided on facts, and that bad facts can convert standard deal terms into offensive ones.

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