Corporate Governance
Advanced
Deal Protection
Contractual or transactional provisions that protect an agreed merger from competing bids or deal failure, such as termination fees, match rights, lockups, and no-shop clauses.
Why It Matters
Deal-protection analysis asks when such provisions preserve negotiated value and when they deter superior bids, distort auctions, or conflict with directors' sale-process duties.
Selected Literature
A short list of directly relevant archive entries.
1981
Intermediate
1984
Advanced
2002
Advanced
2017
Advanced
Related Cases
1986
Corporate Law
Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.
506 A.2d 173 (Del. 1986)
Director duties when sale or break-up of the company becomes inevitable.
1994
Corporate Law
Paramount Communications Inc. v. QVC Network Inc.
637 A.2d 34 (Del. 1994)
Revlon duties, sale of control, and board conduct when a transaction shifts control from dispersed shareholders to a controlling block.
1988
Corporate Law
Blasius Industries, Inc. v. Atlas Corp.
564 A.2d 651 (Del. Ch. 1988)
Board action taken for the primary purpose of interfering with shareholder voting power.
1989
Corporate Law
Paramount Communications Inc. v. Time Inc.
571 A.2d 1140 (Del. 1989)
Board defensive action, long-term corporate strategy, and the boundary of Revlon duties.