Baker Hostetler business partner Robert Weible and business associate Matthew Oliver published “‘Fiduciary Out’ Provision Can Benefit Both Parties to a Transaction and Should Be Included in Most Sale Agreements,” which appeared in Corporate Counsel Weekly on June 15.
The article suggests that though a selling party to a merger or similar acquisition agreement seldom excludes a “fiduciary out” clause in the agreement, it can be done under limited circumstances.
The article outlines these limited circumstances in a summary of the fundamental concepts of “no-shop” and fiduciary out provisions, the legal theory underlying the fiduciary out construct and the value to acquisition transaction participants of including a fiduciary out.
VIEW FULL ARTICLE