Delaware Has No Per Se Rule Against "Don't Ask, Don't Waive" Standstill Provisions, But Boards Must be Careful in Using Them (PDF)
In In re Ancestry.com Inc. Shareholder Litigation, the Delaware Chancery Court held that Delaware has no per se rule against "don't ask, don't waive" standstill provisions, but cautioned that boards using "a powerful tool like that" need to deploy it consistent with their fiduciary duties.
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Publisher :LexisNexis Emerging Issues Analysis
Format: Electronic, 4 Pages
In In re Ancestry.com Inc. Shareholder Litigation, the Delaware Chancery Court held that Delaware has no per se rule against "don't ask, don't waive" standstill provisions, but cautioned that boards using "a powerful tool like that" need to deploy it consistent with their fiduciary duties. The ruling provides needed guidance to boards of public company targets, etc., with respect to the use and enforceability of such standstill provisions.
This Emerging Issue Analysis was authored by attorneys from the Antitrust Practice Group of Sheppard, Mullin, Richter & Hampton LLP.
John Stigi is a partner in the Business Trial Practice Group in the firm's Century City and Palo Alto offices, and leader of the firm's Corporate/Securities Litigation Team.
Mr. Stigi's practice focuses on securities class action and shareholder derivative action defense, SEC investigation defense, internal corporate investigations, complex contract and commercial litigation, and M&A and corporate governance litigation. He has extensive experience representing issuers, officers, directors and auditors in all areas of securities, corporate and complex commercial litigation, from the early stages before a complaint is filed through pleading motions, discovery, mediation, trial and appeal. Mr. Stigi also advises companies on disclosure and corporate governance issues, as well as directors and officers insurance matters.
Mr. Stigi’s practice is national in scope. He appears routinely in federal and state courts throughout California, New York and Delaware, and also has appeared in courts in Arizona, Colorado, Florida, Massachusetts, Mississippi, New Jersey, Texas and Washington. Mr. Stigi is a member of the Chartis/AIG securities Litigation Panel (class action approved).
Mr. Stigi previously was a partner in the securities litigation group at Wilson Sonsini Goodrich & Rosati, resident in the Palo Alto and San Francisco offices. Prior to that he practiced for 12 years in New York City where he represented issuers, accountants, banks, brokerage firms, and hedge fund managers in securities, commercial, bankruptcy, employment, and real estate litigation. Mr. Stigi clerked at the District of Columbia Court of Appeals and was an executive editor of the Virginia Journal of International Law.
John D. Tishler is a partner in the Corporate Practice Group in the firm's Del Mar Heights office.
Mr. Tishler's practice encompasses domestic and international capital markets, corporate finance, corporate governance, business transactions, mergers and acquisitions and technology. He advises established NYSE, NASDAQ and international exchange issuers and smaller high-growth clients on capital structures, equity and debt offerings, EB-5 investment programs, securities compliance, strategic partnerships, mergers and acquisitions and corporate restructuring. Mr. Tishler regularly speaks and writes on corporate governance, capital markets transactions, EB-5 investment programs, emerging growth company issues and uncommon interpretations and approaches to transactional lawyering.
Edwin Astudillo is an associate in the Corporate Securities practice group in the firm's Del Mar office.
Mr. Astudillo represents public and private companies in general corporate matters with an emphasis in representing companies in securities transactions and mergers and acquisitions. He advises companies in a variety of industries including telecommunications, clean tech, information technology, social interactive entertainment, mobile marketing, pharmaceutical, financial institution, apparel, and endurance and action sports industries.
Mr. Astudillo assists clients in financing their business through venture capital, reverse mergers, private placements, PIPES, and initial and secondary public offerings. He regularly counsels publicly traded companies in matters of SEC compliance and corporate governance. He has also advised both publicly traded and privately held clients in numerous merger and acquisition transactions involving sales of assets, sales of stock and going private transactions.
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