Tryst with Delaware Corporate Takeover Law

Abstract

The Delaware Takeover law is a multitude of regimes that govern the conduct of Board of Directors in a business acquisition setting. During an acquisition there are numerous risks that need to be addressed including business risks, financial risks, commercial litigation, tax, intellectual property infringement, and antitrust issues. When a board is confronted with a proposed transaction, it has the obligation to determine whether the offer is in the best interests of the corporation and its shareholders. Absent certain limited set of circumstances when it needs to emphasize on short-term merits of the transaction, the board must focus at the long-term strategy of the combined company. This paper discusses the bidding war between Verizon and Qwest Communications over the acquisition of MCI, Inc. By invoking the legal mandate governing the Delware Corporate takeover law, the paper attempts to highlight such nuances of an acquisition setting.