Freshfields discusses recent court rulings that have criticized directors’ failure to act, noting that in light of changing economic circumstances that have resulted in terminations of transactions based on conditions having sufficiently changed that the terms are no longer considered favorable directors should be mindful of their obligations, when making stockholder recommendations, to update recommendations to  reflect the most updated information reasonably available in The heightened need for boards to stay vigilant and keep stockholders informed as deal teams march to closing.