Since Chancellor Allen’s landmark 1988 decision in Blasius Industries, Inc. v. Atlas Corp., the Delaware courts have grappled with the appropriate standard of review for board actions directly affecting the stockholder voting process.  In this Memorandum, Mark Hurd, Jay Moffitt, and I discuss the courts’ most recent effort to resolve that question, Mercier v. Inter-Tel.  Vice Chancellor Strine’s opinion makes clear that properly motivated, disinterested directors have discretion to postpone a stockholder vote on a proposed merger for a reasonable period of time where the directors believe that the transaction will benefit stockholders–even if the directors know that a majority of stockholders would vote against the transaction if the vote were held on the originally scheduled date.

The full Memorandum is available here.