The merger transaction is probably one of the most significant events possible in the life of a corporation. Because mergers are so important to the corporation, they can be regulated quite closely. Although the corporate law typically grants great deference to the decisions of boards of directors, when boards take actions in the context of pursuing a sale or defending against an unwanted offer, courts are more apt to enquire into process relied on by the board. In the following sections we explore both the mechanics of the merger transaction as well as the fiduciary duties of directors in the merger scenario.
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