Evidence-Based Corporate Law

3 Pages Posted: 18 Aug 2014

See all articles by J. Travis Laster

J. Travis Laster

Court of Chancery of the State of Delaware

Date Written: 2014


John Maynard Keynes is said to have observed, "When the facts change, I change my mind. What do you do, sir?" In Delaware's Choice, Professor Subramanian argues that the facts underlying the constitutionality of Section 203 have changed. Assuming his facts are correct, and the Professor says that no one has challenged his account to date, then they have implications for more than Section 203. They potentially extend to Delaware's jurisprudence regarding a board's ability to maintain a stockholder rights plan, which becomes a preclusive defense if a bidder cannot wage a proxy contest for control of the target board with a realistic possibility of success. Professor Subramanian's facts may call for rethinking not only the constitutionality of Section 203, but also the extent of a board's ability to maintain a rights plan.

Keywords: Delaware, Journal, Corporate, Law, Vice, Chancellor, Travis J. Laster, Evidence, Based, Corporate, Law, Section 203, bidders, meaningful opportunity for success, pre-empted, Williams Act

Suggested Citation

Laster, J. Travis, Evidence-Based Corporate Law (2014). Delaware Journal of Corporate Law (DJCL), Vol. 39, No. 1, 2014. Available at SSRN: https://ssrn.com/abstract=2481639

J. Travis Laster (Contact Author)

Court of Chancery of the State of Delaware ( email )

United States

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