Reconfiguring Delaware’s Law of Standing Following Mergers and Acquisitions

The Harvard Law School Forum on Corporate Governance and Financial Regulation 2013-09-05

Summary:

Editor's Note: The following post comes to us from S. Michael Sirkin, an attorney at Seitz Ross Aronstam & Moritz LLP. This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here.

My article, Standing at the Singularity of the Effective Time: Reconfiguring Delaware’s Law of Standing Following Mergers and Acquisitions, examines the doctrine of standing as applied to mergers and acquisitions of Delaware corporations with pending derivative claims. The settled rules of direct and derivative standing break down at the “singularity of the effective time” of a merger, yielding to conflicting principles of standing, corporation law and policy, and basic equity. The path-dependent network of rules and exceptions that has developed is an outgrowth of case-by-case adjudication that now begs for a one-time, wholesale reconfiguration.

The article takes on that task, proposing three straightforward rules that need no exceptions:

Click here to read the complete post...

Link:

http://blogs.law.harvard.edu/corpgov/2013/09/05/reconfiguring-delawares-law-of-standing-following-mergers-and-acquisitions/

From feeds:

Blogs.law Aggregation Hub » The Harvard Law School Forum on Corporate Governance and Financial Regulation

Tags:

mergers & acquisitions academic research legislative & regulatory developments shareholder suits delaware law delaware articles derivative suits dgcl s. michael sirkin

Authors:

June Rhee, Co-editor, HLS Forum on Corporate Governance and Financial Regulation,

Date tagged:

09/05/2013, 13:50

Date published:

09/05/2013, 09:24