ExecutiveLoyalty.org

Executive Compensation Litigation versus Boards

relating to Mergers & Acquisitions 

2012.Jan.2  Delphi Shareholder Targets Premium Sale Payable for Founder's Shares.  The Pontiac General Employees Retirement System has filed a complaint in Delaware's Chancery Court alleging breaches of fiduciary duty by the Founder and CEO of Delphi Financial Group, as well as by its board of directors, due to a merger agreement under which common shareholders will receive $9 per share less than the founder and CEO (who has super-voting shares.   

    >>> More at  Delphi 8-K for Merger.

2011.Sept.  CEO's Alleged Domination of Independent Directors States Breach of Loyalty Claim re Corp Sale -- New Jersey Carpenters Pension Fund v. infoGROUP, Inc. (discussed in Harvard Law Governance Blog).

2007.   Stock Option Merger-related Cashout:  Lillis v. AT&T (Del.Ch. 2007) - optionees recovered $21M because they had not consented to the unilateral cashouts of their underwater stock options in merger transaction.