Kirkland M&A Update Kirkland & Ellis LLP

Before the Clouds Roll In – Advantages of Board Actions on a “Clear Day”

In its landmark 1971 Chris-Craft decision, the Delaware Supreme Court observed that “inequitable action does not become permissible simply because it is legally possible.” This quote aptly captures the two-stage inquiry that Delaware courts will apply when reviewing a challenged board action – first determining the legality of the action, and second appraising the equity, or fairness, of the act and its application under the specific circumstances.