Mercier v. Inter-Tel (Delaware), Inc.

OPINION

STRINE, Vice Chancellor.

I

In this decision based on a preliminary injunction record, I conclude that well-motivated, independent directors may reschedule an imminent special meeting at which the stockholders are to consider an all cash, all shares offer from a third-party acquiror when the directors: (1) believe that the merger is in the best interests of the stockholders; (2) know that if the meeting proceeds the stockholders will vote down the merger; (3) reasonably fear that in the wake of the merger’s rejection, the acquiror will walk away from the deal and the corporation’s stock…