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.
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