After a nine-month on-again-off-again negotiation, and faced with a looming proxy battle against a dissident director slate put forward by an activist investor, the nine-person Board of MeadWestvaco agreed to a merger with another company.  The merger, which resulted in a 9.1% premium over MeadWestvaco’s stock price, was ultimately approved by 98% of the MeadWestvaco shareholders.  Nonetheless, the plaintiff shareholders in In re MeadWestvaco Stockholders Litigation, No. 10617-CB (Del. Ch. Aug. 17, 2017), alleged that the MeadWestvaco Board – which included eight independent and disinterested directors – acted in bad faith by agreeing to a merger that undervalued MeadWestvaco by $3 billion.  To succeed on their claim, the shareholders had to show “an extreme set of facts” to establish that the disinterested directors “intentionally” disregarded their fiduciary duties.  In reviewing the facts of the merger, the Chancery Court noted the duration of the negotiation; the fact that several, reputable advisors advised the MeadWestvaco Board to enter into the merger; and the support the merger received from shareholders.  The court then concluded that “[P]laintiffs’ theory that the concededly disinterested and independent directors” left between one-third and one-quarter of the derivative company’s valuation “on the negotiating table” was “simply not credible.”  The MeadWestvaco Court therefore dismissed the action in its entirety.