Kirkland M&A Update Kirkland & Ellis LLP

M&A Update: Delaware Chancery Court Decisions Address Personal Liability of Directors in Change of Control Context

In the last few months the Delaware Chancery Court has rendered three separate opinions addressing the fiduciary duties of directors of target companies in change of control situations. Each of these decisions addressed the issue of whether the actions of a board of directors in connection with a sale of a company breached the directors’ duty of good faith so as to render the exculpation provision of the company’s charter inapplicable to such actions.