‘Don’t Ask, Don’t Waive’ Provisions Questioned in Pair of Del. Decisions

April 15, 2013

Publication| Corporate Transactions| Corporate & Chancery Litigation

A pair of recent decisions by the Delaware Court of Chancery scrutinize the use of ‘‘don’t ask, don’t waive’’ provisions in standstill agreements, suggesting that boards be fully informed of the impact of using such a tool in mergers.

‘‘The court wants to make sure that the directors know about the tool, know what the tool can do, and [understand] the implications of it,’’ Anne C. Foster, a director of the Delaware firm of Richards, Layton & Finger PA said during a March 14 Delaware corporate law webcast.

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