A fundamental issue in Delaware mergers & acquisitions (M&A) law is the extent to which a target company’s board of directors may restrict a sales process to extract value from bidders and grant a “winning bidder” certain deal protections to protect a transaction from being overbid....

The diffusion of mobile-first investing apps, like Robinhood, has increased retail investor participation in financial markets, particularly from the Millennial and GenZ generations, and has increased the diversity of retail investors. However, mobile-first investing apps are not free from...

Material adverse effect (MAE) provisions have taken center stage in mergers and acquisitions (M&A) in the midst of the COVID-19 pandemic. Like with other crises, as the pandemic unfolds, two questions inevitably arise for dealmakers. First, in the short term, what grounds may parties use to exit...

Crown jewel lock-up options, a common deal protection device during the 1980s mergers and acquisitions boom, are back. During their popularity in the 1980s, these options took the form of agreements between a target company and a buyer pursuant to which the buyer was granted the right to...

The GameStop saga and meme stock frenzy have shown the pathway to the most disruptive revolution in corporate governance of the millennium. New generations of retail investors use technologies, online forums, and gaming dynamics to coordinate their actions and obtain unprecedented results....

The inaugural guest academic article for the University of Chicago Business Law Review Blog discusses how Millennial and GenZ investors can set in motion a social movement with disruptive effects on the current corporate governance paradigm. It refers to Millennial and GenZ investors as...

This is a rewritten opinion of Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., to be published as part of the edited volume FEMINIST JUDGMENTS: REWRITTEN CORPORATE LAW (KELLI ALCES WILLIAMS, ANNE CHOIKE, & USHA R. RODRIGUES, EDS.) (CAMBRIDGE UNIVERSITY PRESS, forthcoming 2021). In Revlon,...