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 Strine

Leo Strine

University of Pennsylvania Carey Law School; Wachtell, Lipton, Rosen & Katz; Columbia Law School - Ira M. Millstein Center for Global Markets and Corporate Ownership

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, 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 Strine (Contact Author)

University of Pennsylvania Carey Law School ( email )

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Wachtell, Lipton, Rosen & Katz ( email )

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New York, NY 10019
United States
212-403-1178 (Phone)

Columbia Law School - Ira M. Millstein Center for Global Markets and Corporate Ownership ( email )

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New York, 10027
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