|
|
|
|
|
|
|
|
|
|
Are the lock up provisions reasonable?
|
|
Has board attempted to thwarted the bidding process by inserting lock-up provisions?
| YES
|
Does Revlon apply
| NO
|
Are there defensive measures
| NO
|
Nothing to challenge
|
|
|
|
|
|
|
YES
|
|
|
Do they have fiduciary outs?
|
|
Provisions struck down
| NO
|
Is there a threat?
| NO
|
Do they interfere with shareholders' exercise of vote? (Blasius)
| YES
|
Burden on Board to prove a compelling justification.
|
NO
|
YES
|
|
|
YES
|
|
|
|
|
Provisions struck (if ex ante); recission (if ex post) (QVC)
|
|
BJR applies (Lyondell)
|
|
Is defensive measure reasonable and proportionate? (Unocal)
Is outcome of merger predetermined? (Unitrin?)
| YES
|
Burden on Board to prove fairness. (Omnicare).
|
| |
|
|
|
|
NO
|
|
|
|
|
|
| |
|
Burden on P to prove a breach of a duty . (Time Warner)
|
| |
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
| |
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
| |
| |
|
|
|
|
|
|
|
|
|
|
| |
| |
| |
| |
|
|
|
|
|
|
|
|
|