Paying for the Privilege of Independence: Termination Fees Triggered by “Naked No Votes”
September 2007
Publication| Corporate Transactions| Corporate & Chancery Litigation
The Delaware Chancery Court has never given clear guidance on the use of termination fees triggered by “naked no votes.” These occur when a target’s stockholders reject a merger agreement in the absence of an alternative or superior transaction. The Court has, however, made some statements that are instructive.