The Delaware Court of Chancery, in Mark Rudd v. Jeffrey J. Brown, et al. [Outerwall], C.A. No. 2019-0775-MTZ, memo. op. (Del. Ch. Sept. 11, 2020), dismissed Revlon and disclosure claims challenging a completed merger, rejecting an argument that director defendants were conflicted by the prospect of losing their seats in a threatened proxy contest.
NEW: K&L Gates discusses the decision in Chancery Court Dismisses Complaint, Holding That Directors Were Not Conflicted In Approving A Merger Simply Due to the Threat of a Looming Proxy Content.
Morris James discusses the decision in Chancery Confirms that, Without More, Threat of Proxy Contest from Activist Investor is Insufficient to Render Director Defendants Conflicted in Sale Transaction.
Hunton Andrews & Kurth discusses the decision in Court Rejects Challenge to M&A Transaction Despite Activist Pressure.
Frank Reynolds discusses the decision in Chancery finds merger charges against directors can’t penetrate Outerwall’s exculpatory clause.
$$$ Law360 discusses the decision in Chancery Ruling Offers Takeaways On Conflicts In M&A Sales.