In the wake of the failed merger talks between Microsoft and Yahoo the Los Angeles Times quotes Professor Michael Klausner regarding the threat of lawsuits:

Stanford law professor Michael Klausner said the board had no legal exposure. “It’s more smoke than fire,” Klausner said.

But he added, “Yahoo will have to revive its stand-alone value. If that works, shareholders will be happy. If it doesn’t, Microsoft will be back.”