Documenting the Deal: How Quality Control and Candor Can Improve Boardroom Decision-Making and Reduce the Litigation Target Zone

53 Pages Posted: 14 Mar 2015 Last revised: 15 Apr 2015

See all articles by Leo E. Strine

Leo E. Strine

Government of the State of Delaware - Supreme Court of Delaware; Harvard Law School; University of Pennsylvania Law School

Multiple version iconThere are 2 versions of this paper

Date Written: April 14, 2015

Abstract

This article addresses what legal and financial advisors can do to conduct an M & A process in a manner that: i) promotes making better decisions; ii) reduces conflicts of interests and addresses those that exist more effectively; iii) accurately records what happened so that advisors and their clients will be able to recount events in approximately the same way; and iv) as a result, reduces the target zone for plaintiffs' lawyers.

Keywords: Mergers and acquisitions, independent outside advisors, litigation avoidance, corporation law, business judgment rule, transparency, disclosure, discovery, independent directors, fiduciary responsibility, duty of loyalty

JEL Classification: G34, K22, K41

Suggested Citation

Strine, Leo E., Documenting the Deal: How Quality Control and Candor Can Improve Boardroom Decision-Making and Reduce the Litigation Target Zone (April 14, 2015). Business Lawyer, May 2015 Forthcoming ; U of Penn, Inst for Law & Econ Research Paper No. 15-9. Available at SSRN: https://ssrn.com/abstract=2577356

Leo E. Strine (Contact Author)

Government of the State of Delaware - Supreme Court of Delaware ( email )

820 N. French Street
P.O. Box 1997
Wilmington, DE 19801
United States

Harvard Law School ( email )

1563 Massachusetts Ave
Cambridge, MA 02138
United States

University of Pennsylvania Law School ( email )

3501 Sansom Street
Philadelphia, PA 19104
United States

Register to save articles to
your library

Register

Paper statistics

Downloads
286
rank
5,224
Abstract Views
1,327
PlumX Metrics