'Don't-Ask, Don't-Waive' Provision Gets Backing Outside Del.

Law360, New York (March 19, 2013, 3:31 PM EDT) -- A Washington state judge's refusal to delay a shareholder vote on Honeywell International Inc.'s $600 million acquisition of Intermec Inc. on Friday is one of the few rulings outside of Delaware on "don't-ask, don't-waive" provisions, which became a hot topic last fall.

The plaintiffs had argued that a provision in Intermec's agreement with potential bidders prevented those bidders from making a topping offer, and was grounds to halt the vote.

But Judge David Kurtz defended the deal protection, known as a don't-ask, don't-waive provision. These clauses...
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