That being said, I did see some comparisons. I was constantly comparing, of course, and I would talk about it a lot with my friends who were the permanent civil service. One of the great things that I discovered going back the second time was the permanent secretarial staff of the NSC were the same. Not all of them, of course, but many of them were still there, and they remembered me and I remembered them. I was closer to their level in the first term, so I spent a lot more time with them than other directors probably did. I got to know them and I got their perspective, the differences between them.
Contrast this approach with Delaware where the corporate code and the courts leave directors with a high degree of discretion whether to accept or reject offers. To the sometimes chagrin of academics (myself included) Delaware courts are loathe to set out brightline rules governing the takeover process. One of the selling points of the Delaware approach is that the fact-intensive approach allows for directors and courts reviewing directors actions to recognize that there may not be a one-size-fits-all solution and to take into account the specific issues in every case. 1e1e36bf2d