'Don't Ask, Don't Waive' Standstills And The Auction Problem

Law360, New York (December 17, 2012, 12:14 PM EST) -- A recent transcript ruling in the Delaware Court of Chancery could have a significant impact on the market for control of public companies, particularly in an auction context, if broadly adopted.

Vice Chancellor Travis Laster’s bench decision in In Re Complete Genomics Inc. Shareholder Litigation questions the enforceability of a standstill agreement that prohibits the bidder from privately requesting a waiver to make a topping bid, which he labeled a "Don't Ask, Don't Waive" standstill. The vice chancellor did not object to the bidder being prohibited...
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