Fiduciary Outs: The Intricacies Of A Concept Run Amok

Posted by Scott Hirst, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Thursday November 12, 2009 at 10:20 am
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Editor’s Note: This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here.

Recently, in the Mergers and Acquisitions course at Harvard Law School, four preeminent M&A practitioners discussed deal protection and fiduciary outs in merger transactions with Vice Chancellor Leo Strine, Jr., who teaches the class.  The panelists were Philip Gelston, a corporate transactional partner at Cravath, Swaine & Moore LLP; Stuart Grant, co-founder of Grant & Eisenhofer P.A.; Paul Rowe, a litigation partner at Wachtell, Lipton, Rosen & Katz; and Audra Cohen, a mergers and acquisitions partner at Sullivan & Cromwell LLP.

The panel discussed Delaware’s significant deal protection decisions, including Smith v. Van Gorkom, Paramount Communications, Inc. v. Time Inc., Paramount Communications, Inc. v. QVC Network Inc., Quickturn Design Sys., Inc. v. Shapiro, ACE Ltd. v. Capital Re Corp. (in which the Vice Chancellor wrote the decision of the Chancery Court level) and Omnicare Inc. v. NCS Healthcare, Inc.  There was then discussion of the advisory opinion in CA, Inc. v. AFSCME Employees Pension Plan and its implications.

The video of the panel is available here (Quicktime .mov file).

  1. The video is silent. You failed to record?

    Comment by Ken — November 12, 2009 @ 1:43 pm

  2. The video is in the Quicktime format – make sure you have the most recent version of Quicktime installed ( And obviously make sure all of your volume setting are correct. Hope this helps.

    Comment by mmccabe — November 12, 2009 @ 3:20 pm


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