Fiduciary Duties and Director Approvals in M&A Deals (DE)

Summary

This practice note discusses the basic fiduciary duties of the boards of directors of companies in stock purchase, asset purchase, and merger transactions, summarizes the different approval requirements among those deal types, and discusses different situations in which a court would apply a higher level of scrutiny to board actions in M&A transactions. For a discussion of the fiduciary duties of a board of directors generally, see Fiduciary Duties of Board of Directors and Fiduciary Duties of the Board of Directors (Delaware).