DEFENSIVE TACTICS IN CONSENT SOLICITATIONS

Consent solicitations are increasingly being used by hostile bidders t o facilitate takeovers and by stockholder activists to challenge corpo rate strategies. This Article discusses some of the principle defensiv e tactics that can be employed by a Delaware corporation facing a cons ent solicitation, including setting the record date, establishing a de adline for delivery of consents, and contesting dual consent solicitat ion/proxy fights. The Article also examines the legal principles and p ractices involved in tabulating consents, including their application in hypothetical cases.