Delaware Business Litigation Report

Court Of Chancery Upholds Duty To Not Solicit Competing Offer

Wavedivision Holdings LLC v. Millennium Digital Media Systems LLC, C.A. 2993-VCS (September 17, 2010)

There are many decisions pointing out that a board of directors may have a duty to accept a higher offer even after it has signed a merger agreement.  However, as this decision points out, if there is no violation of fiduciary duty in entering into an agreement not to solicit other offers, then the company is obligated to honor its commitment.

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