In a case alleging breaches of fiduciary duty related to stock valuation for a self-tender, where the early tender price less than one third of a later sale price, Michael F. Duggan and Matthew R. Hindley obtained a dismissal for the company that made the initial stock valuation in support of the tender offer.

Mike and Matt work in our Delaware office and are very comfortable working in Delaware’s Court of Chancery.  The advisor was alleged to have aided and abetted the corporation’s breach of its fiduciary duties to its tendering shareholders.

Allegations directed to the advisor were based largely on a potential conflict of interest from unrelated work performed for a family that held a controlling block of shares, and the use of prior valuation work for a merger than had been contemplated by the board, but was ultimately abandoned in favor of the self-tender.

The Court granted the dismissal after multiple attempts by Plaintiff, using unique aspects of Chancery Court Rule 15, to plead around key issues with amended complaints.

In a Memorandum Opinion dated July 24, 2017, Vice Chancellor Glasscock held that Plaintiffs failed to demonstrate that the financial advisor knowingly participated in any breach of fiduciary duty, thus the financial advisor was dismissed, with prejudice.

Matt’s work on multiple motions and extensive briefing of aspects of Delaware and New York law set the stage and Mike was able to bring home a win after arguing complex issues before the Court.