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Forcing a Stockholder Vote After the Board Changes its Recommendation

December 05, 2023 (2 min read)

Delaware and many other states permit corporations to agree to force-the-vote provisions. A force-the-vote provision is a type of lock-up provision that requires the board of directors to submit a merger proposal to a stockholder vote even if the board no longer recommends the merger transaction because of an alternative proposal or intervening event. From an acquirer’s perspective, a force-the-vote provision can enhance closing certainty in a merger transaction. Learn more about force-the-vote provisions in this new clause template, with detailed drafting notes, from Practical Guidance.  

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