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Delaware Chancery Court enjoins incumbent board’s opposition to consent solicitation until it approves insurgent board slate for purposes of a “proxy put” in the company’s debt instruments

22 March 2013

M&A Update

In Kallick v. SandRidge Energy, Inc., the Delaware Court of Chancery enjoined the incumbent board of directors of SandRidge Energy, Inc. (“SandRidge”) from impeding a consent solicitation by a SandRidge stockholder to replace the incumbent board until the incumbent board voted to approve the insurgent board slate for the limited purposes of a “proxy put” provision in SandRidge’s note indentures. Chancellor Strine found an “absence of good faith and reasonableness” on the part of the incumbent board in refusing to approve the insurgent board slate that was inconsistent with the incumbent board’s fiduciary duties to the corporation and its stockholders.

Read: "Delaware Chancery Court enjoins incumbent board’s opposition to consent solicitation until it approves insurgent board slate for purposes of a “proxy put” in the company’s debt instruments"

The team

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