In the recent letter opinionIn re Orchid Cellmark Inc. Shareholders Litigation , the Court of Chancery once again addressed the frequently litigated issues of the reasonableness of deal protection measures and the adequacy of proxy disclosures concerning competing projections. In refusing to enjoin the challenged tender offer by LabCorp to acquire Orchid, Vice Chancellor John W. Noble not only gave further guidance on these two issues, but also issued a cautionary statement that otherwise uncontroversial deal protection measures might go too far when used with additional protections.
‘Commonplace’ Deal Protection
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