3G / Burger King Merger Agreement

To discharge target boards’ Revlon duties, so-called “go shop” provisions have become standard features in merger agreements. The details of these clauses—length of the “go shop” period, topping rights of the original bidder, etc.—can be heavily negotiated, and Delaware courts have frequently been called to police them. The details belong to an M&A course. Here we focus on the basics:

Questions:

1. Do you think buyers like these provisions?
2. What about sellers? (Hint: it may matter at what point in time you ask them.)