Rule of Law or Rule of Awe: Fiduciary Duties in M&A Transactions

New paper by JW Attorney Byron F. Egan, "Rule of Law or Rule of Awe: Fiduciary Duties in M&A Transactions."  The conduct of corporate directors and officers is subject to particular scrutiny in the context of executive compensation and other affiliated party transactions, business combinations (whether friendly or hostile), when the corporation is charged with illegal conduct, and when the corporation is insolvent or in the zone of insolvency. The high profile stories of how much corporations are paying their executive officers, corporate scandals, bankruptcies and related developments have further focused attention on how directors and officers discharge their duties, and have caused much reexamination of how corporations are governed and how they relate to their shareholders and creditors. Where the government intervenes (by investment or otherwise) or threatens to do so, the scrutiny intensifies, but the courts appear to resolve the controversies by application of traditional principles while recognizing the 800-pound gorilla in the room. To continue reading, please click the link below.  http://www.jw.com/site/jsp/publicationinfo.jsp?id=1263