1. For a detailed analysis of this rule, and, more generally, the fiduciary duties of directors under European takeover law, see Arthur Fleischer Jr. and Alexander R. Sussman, Directors' Fiduciary Duties in Takeovers and Mergers;TAKEOVER DEFENSE: MERGERS AND ACQUISITIONS,2015
2. The Takeover Directive as a Protectionist Tool? ECGI -LAW WORKING PAPER NO. 141/2010; Carsten Gerner-Beurle, David Kershaw, Matteo Alfredo Solinas, Is the Board Neutrality Rule Trivial? Amnesia About Corporate Law in European Takeover Regulation;Paul Davies;LSE LEGAL STUDIES WORKING PAPER NO. 3,2011
3. The duties of corporate directors arising in a sale of control are usually identified with Revlon, a case decided by the Delaware Supreme Court in 1986. For an analysis of this case, as well as, in general, directors' duties in hostile takeovers, see William Allen, Reinier Kraakman and Guhan Subramanian;COMMENTARIES AND CASES ON THE LAW OF BUSINESS ORGANIZATIONS,2012