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Revisiting the Bear Stearns/JP Morgan Transaction: An Analysis of Deal Protections and Fiduciary Duties

May 28, 2008

By Robert R. Carlson, Stephen E. Lee and Stanley C. Liu

This client alert details the history of the recent Bear Stearns collapse resulting in the proposed sale of the company to JP Morgan. It summarizes certain key deal protections in the merger agreement and the standards which courts will use in reviewing both a breach of fiduciary duty claim and the deal protections contained in the merger agreement. Finally, this client alert analyzes the changes made to the key deal protections in the March 24th amendment to the merger agreement. In particular, these provisions will be analyzed to show how they were changed to better survive scrutiny under Delaware law.