Proposed Amendment to Section 251 of the DGCL: Rendering Top-Up Options Obsolete and Increasing the Appeal of Tender Offers
Benjamin M. Grossman,Andrew M. Levine,Adam S. Namoury,Robert A. Profusek, April 29, 2013
The Delaware State Bar Association recently proposed an amendment to the Delaware General Corporation Law ("DGCL") that would increase the appeal of utilizing a tender offer structure by eliminating the need to obtain stockholder approval for a long-form second-step merger following a...

Don't Ask, Don't Waive Standstill Provisions: A Tool to Maximize Value or Willful Blindness?
Benjamin M. Grossman,Peter E. Izanec,Andrew M. Levine,Robert A. Profusek,Philip S. Stamatakos, January 9, 2013
Two recent bench rulings by respected Delaware Chancery Court judges-In re: Complete Genomics, Inc. Shareholder Litigation (Vice-Chancellor Laster) and In re: Ancestry.com Inc. Shareholder Litigation (Chancellor Strine)-questioned and, in one case, enjoined the enforcement of so-called "don't...