Forcing a Stockholder Vote After the Board Changes its Recommendation

Delaware and many other states permit corporations to agree to force-the-vote provisions. A force-the-vote provision is a type of lock-up provision that requires the board of directors to submit a merger proposal to a stockholder vote even if the board no longer recommends the merger transaction because of an alternative proposal or intervening event. From an acquirer’s perspective, a force-the-vote provision can enhance closing certainty in a merger transaction. Learn more about force-the-vote provisions in this new clause template, with detailed drafting notes, from Practical Guidance.  

Read now »

Related Content

• Voting Agreements in M&A Deals
  Dive into an overview of voting agreements used in connection with M&A transactions and surface a deeper understanding of drafting and negotiation considerations.

• Fiduciary Duties and Director Approvals in M&A Deals (DE)
  Re-examine the basic fiduciary duties of the boards of directors of companies in stock purchase, asset purchase, and merger transactions, and understand the different approval requirements among those deal types and the situations in which a court may apply a higher level of scrutiny to board actions.

• Voting Agreement Checklist
  Compare the key considerations relevant to voting agreements for your next draft lock-up, irrevocable proxy, or similar voting agreement.

• Public Merger Transaction Resource Kit
  Save time and browse through a broad collection of Practical Guidance practice notes, clauses, templates, and checklists in this comprehensive one-stop resource kit tailored for public merger transactions.

Practical Guidance Updates
Featuring the latest updates from your Practical Guidance account. 

• Practical Guidance Journal Third Edition 2023 features Generative AI cautions and benefits, new trends in lending, environmental law considerations, and real estate market intelligence.
• Generative Artificial Intelligence (AI) Resource Kit is a collection of current guidance on generative AI, ChatGPT, and similar tools.
• Check out the new Practical Guidance Author Center! Learn about the 2000+ leading attorney authors contributing to our 26 practice areas, and find out how you can Become a Practical Guidance Author. Practical Guidance is committed to amplifying diverse voices of attorneys across all differences, including gender and race.
• Legal Developments provide the latest updates and analyses of emerging topics impacting your practice area. Visit the Legal Developments page to see the latest topics, which also include breaking legal news and related Practical Guidance content.
• Document alerts allow you to stay current on legal developments that affect your practice. Find out how to set up your document alerts.
• Public Interest, Pro Bono, and Non-Profit Resource Kit offers valuable guidance for those providing pro bono legal services and assisting non-profit organizations and public interest groups. It includes useful content on topics including tenant's rights, fair housing and lending, discrimination, immigration, and general non-profit resources.
• Click here to review the robust and growing collection of more than 150+ data points from publicly filed transactions available in Market Standards.

PRACTICAL GUIDANCE CUSTOMER EMAIL EDITION ON THE WEB

Experience results today with practical guidance, legal research, and data-driven insights—all in one place.

Experience Lexis+