A go-shop process turns the traditional M & A deal process on its head: rather than a pre-
signing market canvass followed by a post-signing “no shop” period, a go-shop deal …

In recent years, the number and type of merger agreement lock-ups have significantly
increased, a phenomenon we term" lock-up creep". Not only have new lockups arisen, but …

In this Article, written for a symposium commemorating the tenth anniversary of the Delaware
Supreme Court's opinion in Omnicare, Inc. v. NCS Healthcare, Inc., I argue, notwithstanding …

This Article responds to the explosion in ltigation challengIng board decisions to sell or
merge the corporation by undertaking a comprehensive examnmation of the standards …

When a board of directors resolves to sell the corporation, it must structure the sale so as to
obtain the highest price reasonably available. In the landmark case Revlon, Inc. v …

摘要企業併購作為企業擴展事業版圖及資源整合的重要手段, 惟企業併購交易動輒涉及數十甚至
數百億元(或美元) 之規模, 不僅對交易雙方股東產生重大權利變動之影響, 對整體產業亦有不同 …

© 2017 Winston & Strawn LLP 2 not be deterred, however. In practice,“go-shop” provisions
rarely generate topping bids for public companies, which has prompted some courts and …

於企業併購實務上, 使用交易保護措施確保交易得以順利完成之做法, 並非少見.
交易保護措施固然有確保交易順利完成, 提供潛在出價者出價收購公司之作用 …

HOLDINGS:[1]-In an appraisal proceeding pursuant to Del. Code Ann. tit. 8, § 262, taken as
a whole, the evidence established the existence of a significant valuation gap between the …

The article discusses a reported increase in the number of merger agreement lock-ups that
have occurred as of June 2013, focusing on the causes of lock-up creep and its potential …