Board Obligations in the Takeover Context | Brian JM Quinn | February 22, 2013

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Board Obligations in the Takeover Context

by Brian JM Quinn Show/Hide
Decisions whether or not to sell the corporation are like other business decisions taken by the board. Absent special circumstances such decisions are going to be subject to the business judgment presumption. The cases that follow highlight some (but not all) of the most important special circumstances. EDIT PLAYLIST INFORMATION DELETE PLAYLIST

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  1. 1 Show/Hide More Unocal Corp. v. Mesa Petroleum Co.
    Original Creator: Brian JM Quinn
    Intermediate standard: when a board unilaterally adopts defensive measures in response to a perceived threat to its corporate policy or effectiveness, those decisions will be subject to a preliminary review (the intermediate standard) before the court determines whether to subject those decisions to deferential business judgment or the more exacting entire fairness standard.
  2. 2 Show/Hide More Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.
    Original Creator: Brian JM Quinn
    Obligations to maximize shareholder return in the short term.
  3. 3 Show/Hide More Paramount Communications, Inc. v. Time, Inc.
    Original Creator: Brian JM Quinn
    Board obligations in the context of a takeover.
  4. 4 Show/Hide More Paramount Communications, Inc. v. QVC Network, Inc.
    Original Creator: Brian JM Quinn
    Contours of the board's obligations under Revlon to maximize shareholder value in the short term.
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January 22, 2014

corporate takeovers

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Brian JM Quinn

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