The Delaware Court of Chancery, in In re Essendant, Inc. Stockholder Litigation, C.A. No. 2018-0789-JRS (consol.), memo. op. (Del. Ch. Dec. 30, 2019), found directors did not breach fiduciary duties by terminating an all-stock acquisition agreement in favor of an all-cash proposal for lower per-share value, which also faced lower antitrust and business performance risks.
NEW: K&L Gates discusses the decision in Delaware Holds that Directors May Choose Lower Value All-Cash Deal Over Stock Deal So Long as the Decision is Made in Good Faith and Free of Conflicts.
$$$ Pepper Hamilton discusses the decision in Board’s Discretion to Select Among Competing Acquisition Proposals Confirmed.
Fried Frank discusses the decision in Court of Chancery Reaffirms High Bar for a Minority Stockholder to be Deemed a Controller — Essendant.
Morris James discusses the decision in Chancery Dismisses Stockholder Claims that a Minority Owner was a Controlling Stockholder or that a Majority of the Board was Beholden to the Minority Owner in Approving a Merger Transaction with the Minority Owner.
Sullivan & Cromwell discusses the decision in Standard for Classifying a Minority Stockholder as a Controlling Stockholder.
Shearman & Sterling discusses the decision in Delaware Court Of Chancery Dismisses Transaction-Related Breach Of Fiduciary Duty Claims After Board Terminates Merger In Favor Of An Alternative Acquisition.
Digital Commerce 360 discusses the decision in A court dismisses shareholders’ case against Essendant.
$$$ Law360 discusses the decision in Chancery Tosses Challenge To $1B Essendant-Staples Merger.
Office Products International discusses the decision in Court dismisses Essendant class action suit.