Page 90 - מיזוגים ורכישות - פרופ' אהוד קמר 2022
P. 90
fair chance to evaluate the board’s decision for themselves. As the Court of Chancery
noted, "[t]he shareholders are adequately informed.”
Given these factors, we conclude that the Court of Chancery failed to apply the
correct legal analysis when it imposed the injunction. Because the Court of Chancery
could not find that the plaintiffs had met their burden while misapplying Revlon and
reading it to require an active market check in all circumstances, it certainly could not
have found a reasonable probability of success when applying Revlon faithfully.
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86
noted, "[t]he shareholders are adequately informed.”
Given these factors, we conclude that the Court of Chancery failed to apply the
correct legal analysis when it imposed the injunction. Because the Court of Chancery
could not find that the plaintiffs had met their burden while misapplying Revlon and
reading it to require an active market check in all circumstances, it certainly could not
have found a reasonable probability of success when applying Revlon faithfully.
***
86
