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...

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,...

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....

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...

Many promises are made in the negotiation of a merger but not all promises are necessarily enforceable or consistent with a board of directors’ fiduciary duties. This article explores the enforceability of one such promise: the buyer’s standstill agreement. When a publicly traded company...

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...