September 1, 2009
According to Bloomberg, a suit has been filed ("POW") challenging Disney's acquisition of Marvel ("KABOOM"). The basic claim appears to be that Marvel's directors failed to meet their obligation under Revlon to cinduct a sales process that resulted in the highest price reasonably available to shareholders ("SLAM"). But, if Lyondell v Ryan teaches us anything, the directors of Marvel would have had to have a near collapse for this suit to succeed ("ZZZZ").
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Probably right. Or is this why the distinction between challenges that are pre- versus post-closing may matter? The Netsmart court certainly came down hard on directors for limiting an auction to financial buyers and for thinking a post-signing market check would work, finding a reasonable likelihood that they breached their fiduciary duties. Or is Netsmart an outlier after Lyondell?
Posted by: AnonCorpLawyer | Sep 2, 2009 5:56:20 AM