Agenda Week Article Discusses Recent Chancery Court Opinions Involving M&A Transactions that Influence Directors
January 14, 2019
Two Delaware Chancery Court opinions have dealt a blow to directors in cases that involve M&A transactions while financial restatements are under way, finding that board directors should not benefit from the application of a seminal 2015 decision that affords business judgment rule deference to challenged deal decisions.
According to Mr. Lazarus, "what it comes down to is that when involved in a restatement, boards need to be “very fulsome in their disclosure process. What the court is saying is, you can get this incredible benefit, but you better make sure you disclose everything that’s material.”