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Brian Lutz, left, and Colin Davis, right, of Gibson Dunn & Crutcher. Courtesy photos Brian Lutz, left, and Colin Davis, right, of Gibson, Dunn & Crutcher. Courtesy photos

Vice Chancellor Morgan T. Zurn’s recent decision in Rudd v. Brown reaffirms longstanding Delaware law protecting director decision-making in M&A transactions, even where Revlon duties apply and an activist has threatened the board members with a proxy campaign. The decision offers useful guidance to directors and senior officers and their advisors in a sales processes precipitated by activist interest, and reassurance that complaints based on unsubstantiated allegations of director or officer conflicts will not get past the pleadings phase.

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