1. Certain court decisions have defined the types of state antitakeover laws that are acceptable and those that are not. These decisions, which were recorded in the 1980s, are still relevant today. Discuss two of such decision as covered in the book, "Mergers, Acquisitions, and Corporate Restructurings and their relevance in today's business world" 7th Edition by Patrick A. Gaughan.
2. Under Delaware law, directors' duties pursuant to the business judgment rule are that they should manage the affairs of the company by keeping three key duties in mind:
   • They have a duty of loyalty.
   • They have to demonstrate care for the interests of shareholders.
   • They should carry out their duties in a manner that is in the best interests of the corporation and its shareholders.

In the context of Mergers & Acquisitions, the business judgment rule does not necessarily mean that the target's directors need to jump up and react emphatically to any bid that comes down the pike. Discuss?