A Delaware Response to Delaware's Choice

6 Pages Posted: 9 Jul 2014

See all articles by Lawrence A. Hamermesh

Lawrence A. Hamermesh

Widener University Delaware Law School

Norman Monhait

Rosenthal, Monhait & Goddess

Multiple version iconThere are 2 versions of this paper

Date Written: July 8, 2014

Abstract

This article is an invited response to Professor Subramanian’s article "Delaware’s Choice." The article expresses skepticism, for two primary reasons, about the need for the change to Delaware’s takeover statute that Professor Subramanian proposes. First, there is uncertainty that the constitutionality of that statute would be evaluated today under a test as demanding as the one that was applied when the statute was upheld in the late 1980s. Second, citing an earlier article by A. Gilchrist Sparks and Helen Bowers, we question whether a constitutional evaluation of the takeover statute should be limited to data on tender offers that are "hostile to the end," and whether it is fair to exclude data on tender offers that begin as hostile but ultimately result in a negotiated transaction.

Keywords: corporation law, Delaware, takeovers, corporations

JEL Classification: K22

Suggested Citation

Hamermesh, Lawrence A. and Monhait, Norman, A Delaware Response to Delaware's Choice (July 8, 2014). Delaware Journal of Corporate Law (DJCL), Vol. 39, No. 1, 2014; Widener Law School Legal Studies Research Paper No. 14-25. Available at SSRN: https://ssrn.com/abstract=2463735

Lawrence A. Hamermesh (Contact Author)

Widener University Delaware Law School ( email )

4601 Concord Pike
Wilmington, DE 19803-0406
United States
302-477-2132 (Phone)
302-477-2257 (Fax)

Norman Monhait

Rosenthal, Monhait & Goddess ( email )

919 Market Street
Suite 1401
Wilmington, DE 19801
United States

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