Vice Chancellor J. Travis Laster of Delaware’s Court of Chancery ordered Murdock and Carter to reimburse shareholders $148 million, reports the New York Times. His decision [PDF]comes after a February trial prompted by shareholders in the company, who didn’t think Murdock’s deal to buy the 60% of the company he didn’t own in 2013 was entirely on the up-and-up.
Before coming to the table with a deal for shareholders, Vice Chancellor Laster said Carter had misstated how much Dole could earn if it were to sell of some of its businesses, and canceled a stock buyback program.
That drove down the valuation of the stock, the judge said in his decision. Murdock at first offered $12 per share, which was negotiated up to $13.50 per share after an independent board committee checked out the deal.
Carter then gave the committee a set of artificially low management projects, while at the same time delivering a much more accurate picture to potential lenders involved in the takeover bid.
The deal passed by a slim vote, and the company went private.
“By taking these actions, Murdock and Carter deprived the committee of the ability to negotiate on a fully informed basis and potentially say no to the merger,” Vice Chancellor Laster wrote. “Murdock and Carter likewise deprived the stockholders of their ability to consider the merger on a fully informed basis and potentially vote it down.”
Dole C.E.O. and Aide Found Liable for $148 Million in Buyout [New York Times]
by Mary Beth Quirk via Consumerist
No comments:
Post a Comment