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In Dixon v. Cost Plus, Inc., No. 12-2721, 2012 U.S. Dist. LEXIS 90854 (N.D. Cal. Jun. 27, 2012), the United States District Court for the Northern District of California held that Section 1312(a) of the California Corporations Code precluded plaintiff-minority shareholder’s breach of fiduciary duty claim to the extent that the claim relied upon arguments that a proposed merger price was unfair, or that the process employed by the board of directors was inadequate
In the past year, a number of companies have amended their bylaws to require that shareholder derivative lawsuits are resolved in the Delaware Chancery Court
In Maric Capital Master Fund, Ltd v PLATO Learning, Inc, CA No 5402-VCS (Del Ch May 13, 2010), the Court of Chancery of the State of Delaware granted plaintiff Maric Capital Master Fund's ("Maric") motion for a preliminary injunction to halt a stockholder vote on a proposed merger in which Thoma Bravo, LLC ("Thoma Bravo") would acquire PLATO Learning, Inc
In Ryan v. Lyondell Chemical Co., 2008 WL 2923427 (Del. Ch. July 29, 2008), a case involving an unsolicited, all cash offer from an unrelated strategic acquirer at a substantial premium to the market price, the Court denied the defendants’ motions for summary judgment on breach of fiduciary duties associated with the sale process and the deal protections
