Roxanne is the CEO and chair of the board of directors of HiTech Corporation, a public company whose shares are listed and trade on the NASDAQ Stock Market. It is therefore registered under the Securities Exchange Act of 1934.Consolidator Inc. is interested in acquiring HiTech Corporation. During a class reunion at ABC Business School, Consolidator's CEO approached Roxanne and said:

Consolidator, Inc. is interested in acquiring 100% of the shares of HiTech at a price of $35 per share, in cash. BUT only if HiTech agrees:

• To enter into a definitive acquisition agreement within one week, and
• To NOT ask other possible acquirers if they would also be interested in acquiring HiTech. (That is, Hi-Tech must agree to deal exclusively with Consolidator.)
• The next day, Roxanne consults with the CFO of HiTech who tells her that $35 per share is a fabulous price and that they should sign a definitive agreement with Consolidate as soon as possible, without delay.
• The CFO urges Roxanne to call for an urgent meeting of the HiTech board to approve the acquisition proposal.
• Roxanne ask for your help. After reading theSmith v. Van Gorkom case, how would you help Roxanne with respect to the following four questions:
  • Should Roxanne push for High-Tech's board of directors to accept the offer from Consolidator without delay?
  • Should Roxanne be comfortable in describing the $35 offered to as a fabulous acquisition price?
  • Is it appropriate for HiTech to deal with Consolidator an exclusive basis at this point? If so, under what conditions?
  • Should Roxanne, push for a "friendly" merger with Consolidator or wait for Consolidator to launch a hostile tender offer?

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