A. Gilchrist Sparks III Presents at Practising Law Institute: Contests for Corporate Control 2010 – Director Fiduciary Duties in M&A Transactions
February 2010
Wilmington, DE – February 18, 2010 – Morris, Nichols Corporate Litigation and Corporate Law Counseling Group Of Counsel and Best Lawyers 2009 Delaware Corporate Lawyer of the Year and 2010 Delaware Lawyer of the Year in Mergers & Acquisitions Law, served as a panelist on the session entitled Director Fiduciary Duties in M&A Transactions at the Practising Law Institute (PLI) Contests for Corporate Control 2010: Current Offensive & Defensive Strategies in M&A Transactions seminar, February 4, 2010, in New York City. Over 200 participated in this year’s program that was simulcast live on-line.
Panel topics discussed included:
- Basic fiduciary duties of directors: Duty of Care, Loyalty, and Good Faith
- Different standards of judicial review applied to director decisions: The Business Judgment Rule, Entire Fairness, Blasius, and Revlon
- Protecting directors: Special committees and outside advisors, exculpatory clauses in the articles of incorporation, fairness opinions, separate indemnification provisions, and advance notice bylaws
PLI is one of the oldest, most respected non-profit continuing legal education organizations in the country. It draws its faculty from among the country’s most distinguished practitioners to provide practical, up-to-date information for inside and outside corporate counsel, directors, officers, investment bankers and other advisers in dealing with specific corporate control issues relating to mergers and acquisitions.