Barking without Biting: How Corwin did not Change M&A
Our working paper, Barking without Biting: How Corwin Did Not Change M&A, explores the influence of two Delaware Supreme Court decisions—C & J Energy (2014) and Corwin (2015)—on deal practice. The decisions have faced criticism for potentially curbing directors’ fiduciary duties by reducing the ability of plaintiffs to seek remedies for breach of fiduciary duties […]
Matteo Gatti is a Professor of Law at Rutgers Law School, and Martin Gelter is a Professor of Law at Fordham University School of Law. This post is based on their recent paper and is part of the Delaware law series; links to other posts in the series are available here.
Our working paper, Barking without Biting: How Corwin Did Not Change M&A, explores the influence of two Delaware Supreme Court decisions—C & J Energy (2014) and Corwin (2015)—on deal practice. The decisions have faced criticism for potentially curbing directors’ fiduciary duties by reducing the ability of plaintiffs to seek remedies for breach of fiduciary duties in M&A transactions. Our study examines the effect of these decisions on M&A practices, including termination fees, market checks, and go-shop provisions, finding that their actual impact on shareholder protections and investor returns has been limited.
