- Collection:
- Dean Rusk International Law Center Collections
- Title:
- Fiduciary Duties of Bidder Directors in the Context of Tender Offers - Fair Play in a War
- Creator:
- Lowe, Henning Bernd C
- Date of Original:
- 1996-01-01
- Subject:
- University of Georgia. School of Law
Law--Study and teaching
International law - Location:
- United States, Georgia, Clarke County, Athens, 33.96095, -83.37794
- Medium:
- dissertations
- Type:
- Text
- Format:
- application/pdf
- Description:
- Business Organizations Law
When discussing mergers and acquisitions, most of the focus is given to whether the board of directors of the target company has a right of “self-defense” to stay independent. However, this thesis focuses on the other side of the transaction and seeks to determine whether the bidder in making a tender offer is acting unlawfully. Since a director has unlimited personal liability for a breach of his or her fiduciary duties, the question of whether a takeover-bid can be a breach of a director’s fiduciary duty is of great importance, yet little literature and no case law are devoted to the subject. The author addresses this issue by differentiating the duties of target-directors and bidder-directors during a takeover and by seeking to formulate a set of rules for bidder-directors to follow when making a tender offer. In developing these rules for bidder-directors, the business judgment rule and Smith v. Van Gorkom are considered. - External Identifiers:
- Metadata URL:
- https://digitalcommons.law.uga.edu/stu_llm/131
- Holding Institution:
- Alexander Campbell King Law Library
- Rights:
-
