kaal:claim:3017612-028

Standstill agreements defraud shareholders who are not parties to them in two distinct ways: by violating the shareholder's right to the best available merger or transaction and by discouraging unsolicited tender offers in which a significant control premium could be realized.

Source quote, verbatim

standstill agreements defraud shareholders not privy to the agreement in two ways: (1) by violating a shareholder's right to the best available merger or transaction, and (2) by discouraging unsolicited tender offers where a significant control premium can be realized.

From

Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017), III.4 Shareholders' Agreements in pre-insolvency situation, p. 14
https://ssrn.com/abstract=3017612 · source PDF

Cite as

Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017). SSRN: https://ssrn.com/abstract=3017612

Holds when

standstill agreements binding only some shareholders
applying the Schreiber v. Carney definition of fraud

Classification

failuresupport: arguedfailure: standstill-disenfranchisement-of-nonpartiesfamily: investor-protection-gapinstitutional-design

Verify

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Attestation record: colloquium/attestations/fff0cfe8e235c38a...json
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