Law Blog Tag: Merger and Acquisition

SEC Guidance On Proxy Presentation Of Certain Matters In The Merger And Acquisition Context

Merger and Acquisitions – Board of Director Obligations, Part 5

May 09, 2011 in Mergers And Acquisitions

This article continues my series on obligations (and rights and responsibilities) of the board of directors during a merger and acquisition transaction. This blog focuses on the director’s duty of disclosure. A director’s duty of disclosure is part and parcel with their duty of loyalty. That is, the duty of disclosure primarily focuses on a director’s duty to disclose conflicts of interest he may have with respect to any corporate action. However, the duty also extends to a director’s duty to inform shareholders fully on matters involving a shareholder vote and in making any public disclosures.

Merger and Acquisitions – Board of Director Obligations, Part 4

May 06, 2011 in Mergers And Acquisitions

This article continues my series on obligations (and rights and responsibilities) of the board of directors during a merger and acquisition transaction. The last in the series discussed a director’s duty of loyalty. This blog continues that discussion, focusing on the duty in particular fact circumstances.

Merger and Acquisitions – Board of Director Obligations, Part 3

May 04, 2011 in Mergers And Acquisitions

This article continues my series on obligations (and rights and responsibilities) of the board of directors during a merger and/or acquisition transaction. The first in the series detailed the directors’ basic duties of care, loyalty and disclosure. The second discussed the availability of indemnification and/or exculpation and the importance of acting in good faith. This third blog in the series will take a more in-depth look at a directors’ duty of loyalty in a merger and acquisition transaction.

Merger and Acquisitions – Board of Director Obligations, Part 2

April 29, 2011 in Mergers And Acquisitions

This blog continues my series on obligations (and rights and responsibilities) of the board of directors during a merger and/or acquisition transaction. The first in the series went over the directors basic duties of care, loyalty and disclosure.

Merger and Acquisitions – Board of Director Obligations, Part 1

April 21, 2011 in Mergers And Acquisitions

State corporate law generally provides that the business and affairs of a corporation shall be managed under the direction of its board of directors. Members of the board of directors have a fiduciary relationship to the corporation, which requires that they act in the best interest of the corporation, as opposed to their own. As such, directors owe a corporation a duty of loyalty, honesty and good faith. Generally a court will not second-guess directors’ decisions as long as the board has conducted an appropriate process in reaching its decision. This is referred to as the “business judgment rule”.