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Recent Delaware Cases Spark Debate Over Future of No-Talk Provisions
Are no-talk clauses in stock-for-stock merger agreements dead? Three recent cases from the Delaware Chancery Court appear to allow a board of directors to consider other merger offers even if the board has agreed to a no-talk provision with an initial suitor. No-talk clauses forbid a target's board of directors from engaging in merger discussions with other bidders -- even those presenting bona fide unsolicited offers -- until a shareholder vote occurs on the initial bid.
In re Digex, Inc.
Publication Date: 2001-01-02 Practice Area: corporate & |
securities
Industry: Court: Del. Ch. Ct. Judge: CHANDLER, Chancellor Attorneys: For plaintiff: For defendant: Case number: Civil Action No.
The full case caption appears at the end of this opinion. CHANDLER, Chancellor This is my decision on plaintiffs' motion to preliminarily enjoin the proposed merger between
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