Paying for the Privilege of Independence: Termination Fees Triggered by “Naked No Votes”

September 2007

Publication| Corporate Transactions| Corporate & Chancery Litigation

The Delaware Chancery Court has never given clear guidance on the use of termination fees triggered by “naked no votes.” These occur when a target’s stockholders reject a merger agreement in the absence of an alternative or superior transaction. The Court has, however, made some statements that are instructive.

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