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: 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.