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Delaware Supreme Court Affirms Use of Poison Pill to Reject Attempt to Gain Control of Barnes & Noble

On March 3, 2011, the Delaware Supreme Court issued a one-page decision affirming Vice Chancellor Strine's decision in Yucaipa American Alliance Fund II, L.P. v. Riggio, C.A. No. 5465-VCS (Del. Ch. Aug. 12, 2010), dismissing claims of breach of fiduciary duties and finding that Barnes & Noble...

New Delaware Standard Proposed for Review of Target Boards

Professor Samuel C. Thompson, Jr., Professor of Law and Director of the Center for the Study of Mergers & Acquisitions at the Pennsylvania State University School of Law, has written an article that proposes a new single standard to address the multiple standards that have been discussed in Delaware...

Poison Pill Takeover Defense in Air Products & Chemicals, Inc. v. Airgas, Inc.

by R. Samuel Snider, Erik L. Belenky and Brooke E. Russ Air Products' takeover bid for Airgas was one of the most public and protracted contests for corporate control in the history of Delaware jurisprudence. Airgas board's refusal to redeem a poison pill. The case highlights one of the fundamental...

Dollar General Launches Proxy Contest in Family Dollar

Last week Dollar General started soliciting "Gold" proxies (like golden tickets?) from Family Dollar shareholders in its campaign to vote down to have Family Dollar shareholders vote down the Dollar Tree deal and accept its tender for Family Dollar. Dollar General is seeking proxies to vote...