This PowerPoint presentation is intended for use by in-house or outside counsel to give the company's board of directors an overview of the fiduciary duties that the directors of Delaware corporations owe the company and its stockholders in the context of an M&A transaction. The fiduciary duties discussed in the presentation apply equally to private and public corporations. However, the presentation is primarily aimed at directors of public Delaware corporations as it focuses on some issues that affect only public corporations and it does not address some issues that private corporations more commonly encounter.