Fiduciary Out
The contractual exception within a no-shop clause that permits the target board to ENGAGE with an unsolicited superior proposal received after signing. The fiduciary-out exists because Delaware law would otherwise hold the no-shop in tension with the board's Revlon duties; the exception preserves the no-shop's default (no active solicitation) while permitting the board to respond to unsolicited topping bids that constitute superior proposals. Triggered by a "reasonably likely to lead to a superior proposal" standard.
Lessons that use this term
Related terms
Ambiguity Aversion · Anchored Assumption · Asset Beta · Bank ROE Spread · Banker Pitch Deck · Beta
Open this term in the app → — no account needed; browse the full glossary while you research.