Abstract
This Article argues that, when adopting defensive tactics designed to preclude inadequate bids, a target company's board should be required to prove that it has reasonable grounds to believe that its conduct is value-maximizing. This Article also argues that, once a board decides to sell a target company, the board should be allowed to consider the interests of nonshareholder constituencies as long as it can demonstrate that any diminution in shareholder value is not excessive. Both of these proposals represent changes in existing law.
How to Cite
35 Ariz. L. Rev. 989 (1993)
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