from Legal Profession Blog
Posted by Jeff Lipshaw, a former general counsel of a publicly-held specialty chemical company that first sold its publicly-held subsidiary and then merged with another company (as the target) in a stock-for-stock deal, both of which invoked Delaware law on the fiduciary obligations of the directors in transactions involving change of control.
Lipshaw takes the Vice Chancellor to task for second guessing the board and the nature of the deal. His parting question to the reader and to all the corporate law professors out there is this:
“You understand the facts. You understand the risks. You are sitting there advising the board at H-Hour. Do you really tell Lyondell's board it is duty-bound not to take this deal under this agreement, and watch a $48 offer on a $30 stock evaporate? What would you do?”