LawHostile Takeovers
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Are the lock up provisions reasonable?
Has board attempted to thwarted the bidding process by inserting lock-up provisions?
YES
Does Revlon apply
NO
Are there defensive measures
NO
Nothing to challenge







YES


Do they have fiduciary outs?
Provisions struck down
NO
Is there a threat?
NO
Do they interfere with shareholders' exercise of vote? (Blasius)
YES
Burden on Board to prove a compelling justification.

NO

YES



YES




Provisions struck (if ex ante); recission (if ex post) (QVC)
BJR applies (Lyondell)
Is defensive measure reasonable and proportionate? (Unocal) Is outcome of merger predetermined? (Unitrin?)
YES
Burden on Board to prove fairness. (Omnicare).
 





NO




 
 
Burden on P to prove a breach of a duty . (Time Warner)