United StatesAntitrust/Competition Law
The Sooners Plat In The Delaware Bowl: Fleming vs. Quickturn
Background: Quickturn Upholds Primacy of Board
The respective powers of directors to decide fundamental questions of corporate strategy-including when a company should be sold-has again come to the forefront of corporate law as a result of two important recent decisions, which arguably resolve this question differently. In the first case, Quickturn Design Systems, Inc. v. Shapiro, (1), the Delaware Supreme Court invalidated, on statutory grounds, the "No Hand" or "Deferred Redemption Provision" ("DRP") of the Quickturn Design Systems' rights plan. In the second case, International Brotherhood of Teamsters v. Fleming Companies (2) the Oklahoma Supreme Court held that shareholders may pass a mandatory bylaw attachment that requires a board of directors to obtain shareholder approval prior to adopting a rights plan. These two decisions raise anew the issue of whether shareholders or a board has the ultimate
We operate a free-to-view policy, asking only that you register in order to read all of our content. Please login or register to view the rest of this article.
