Alexandra Korry Authors Article in The M&A Lawyer

June 2014

In its June 2014 issue, The M&A Lawyer published the article, “Delaware Court of Chancery Finds Board’s Use of Rights Plan Reasonable Based on Creeping Takeover and Effective Negative Control Threats by Activist Shareholders,” by Ms. Korry. The article covered the background and decision surrounding the recent opinion by the Delaware Court of Chancery, which refused to preliminarily enjoin the Sotheby’s annual meeting. The opinion is based on claims by hedge funds and other shareholders that the Sotheby’s board breached its fiduciary duties by adopting a two-trigger shareholder rights plan and subsequently denying hedge fund Third Point’s request to waive a lower ownership cap. Ms. Korry continues to discuss the importance of this decision and reviews the background of Sotheby’s board adopting its rights plan in response to activist threat.