Chancery Ruling Offers Takeaways On Conflicts In M&A Sales

Law360 (September 18, 2020, 5:53 PM EDT) -- A recent decision in the Delaware Court of Chancery dismissed claims for breach of fiduciary duty against the board of directors and management of Outerwall Inc. in its $1.6 billion sale to private equity fund Apollo Global Management LLC that was precipitated by an activist investor's threat of a proxy contest against the Outerwall board unless a sale process was conducted.

A class of Outerwall stockholders alleged that the Outerwall board was conflicted in its 2016 decision to sell the company and that the $52 per share consideration in the tender offer transaction was grossly inadequate. After oral argument and additional...

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