Cadwalader discusses Another Lesson for a Reasonable Sale Process in Delaware

In a recent decision, Chen v. Howard-Anderson, the Delaware Chancery Court once again questioned the reasonableness of how a board conducted the sale of a company when it permitted stockholder claims to go to trial. The decision provides yet another reminder—if one is needed—that boards and their advisors need to ensure that a sale process is conducted in a manner that promotes a level playing field for all bidders and that disclosure to stockholders provides a fair and balanced description of the process.

Background

Former stockholders of Occam Networks Inc. are challenging the February 2011 merger of Occam and … Read more