Exhibit 'Duty of Care' during acquisition process: Board acts as company watchdog, protects best interests.
San Diego Business Journal › December 03, 2001
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Exhibit 'Duty of Care' during acquisition process: Board acts as company watchdog, protects best interests.
In 1985, the Delaware Supreme Court issued a blockbuster decision in Smith vs. Van Gorkom. In that case, the court held that directors were liable for the excess of the value of the corporation over the price received in an acquisition -- a sum of many millions of dollars.
What rocked corporate directors and their counsel is the judgment included outside directors who had no stake in the acquisition that was in conflict with the corporation or its shar...See the full content of this document
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