Friday, March 12, 2010
OK, so it's neither a merger nor an acquisition, but the Lehman "autopsy" is a good read. The entire set (multiple volumes) is available at Jenner & Block's website: here. I think it will take me quite a while to read - being more than 2,000 pages long - but that's okay I have a good idea how the story ends. Don't we all?
Anyway, being a little bit of a corporate law geek, I skipped straight to the appendix where Jenner lays its understanding of the law that it applied when reaching its conclusions. It's a pretty comprehensive overview of the current state of the duties of care, loyalty, good faith, the duty to monitor (Caremark) and the duty of candor, as well as the business judgment rule and its application. In addition, there is a relatively extensive discussion of Gantler v Stephens and the application of the duty of care to corporate officers.