An October Delaware Court ruling reaffirmed the ability of corporate executives to negotiate transactions on behalf of the board, as long as there are no conflicts. The case followed the 2008 merger between Nymex Holdings Inc. and CME Group Inc. (NASDAQ:CME). Nymex shareholders alleged that the company's board breached its fiduciary duty by allowing its chairman and CEO to negotiate the transaction, which resulted in large severance payments to both executives. According to Stephen Radin, a securities and corporate governance lawyer with Weil, Gotshal & Manges LLP, the Delaware ruling provides further clarity in deals involving a corporate buyer and seller. When a private equity player is involved, however, the ability of executives to negotiate transactions is not so clear. See the video below or download it at iTunes.- Suzanne Stevens
