Legal Memorandum: Directors' Obligations in a Takeover Bid

Issue: What legal resources provide information on the obligations of officers and directors in the face of a takeover bid?

Area of Law: Business Organizations & Contracts, Corporate & Securities
Keywords: Officers and directors; Obligations; Takeover bid
Jurisdiction: Federal
Cited Cases: None
Cited Statutes: None
Date: 02/01/2001

  • Takeover Defenses and Directors’ Liabilities: Resource Materials (Martin Lipton ed., 1986).
  • Robert Bruce Ajemian, Outside Directors and the Modified Business Judgment Rule in Hostile Takeovers: A New Test for Director Liability, 62 S. Cal. L. Rev. 645 (1989).
  • Edmund Kelly, Rx for Corporate Directors this Proxy Season; to Preserve Corporate Health and Fend Off Liability Blues, Toss Those Poison Pills Down the Drain, Legal Times, Mar. 30, 1992, at 27.
  • Wayne R. Wells & Kent W. Royalty, Protecting Directors from Liability in Corporate Takeovers, Bus. L. Rev., Oct. 1990, at 240.


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