• Delaware Chancery Court Provides Guidance for Use of Top-Up Options in Tender Offers
  • November 30, 2010
  • Law Firm: Shearman Sterling LLP - New York Office
  • In the recent decision In re Cogent, Inc. Shareholder Litigation, the Delaware Court of Chancery denied a motion to preliminarily enjoin the proposed two-step acquisition of Cogent, Inc. by 3M Company. The Court rejected all of the plaintiffs’ arguments, including that the deal protection measures contained in the merger agreement effectively precluded a superior offer. In the course of his analysis, Vice Chancellor Parsons provided useful guidance supporting the use of top-up options.