Shareholder Approval ‘Cleanses’ Potential Undervaluation

Business Valuation UpdateVol. 23 No. 1
BVLaw Case Update
January 2017
2899 Chemicals and Chemical Preparations, NEC
325998 All Other Miscellaneous Chemical Product and Preparation Manufacturing
breach of fiduciary duty
breach of fiduciary duty, projections, enterprise value (MVIC), fairness opinion, earnings before interest, taxes, depreciation, amortization (EBITDA), cash-out merger, business judgment, standard of review

In re OM Group, Inc. Stockholders Litig.
2016 Del. Ch. LEXIS 155
October 12, 2016
US
State Court
Delaware
Court of Chancery of Delaware
unknown (plaintiffs); unknown (defendants)
Slights

Summary

Per business judgment rule, court dismisses shareholder complaint that board members breached fiduciary duties by rushing to sell entire company where financial advisor had stated separate sales of company’s various business units would maximize value.

See Also

Shareholder Approval ‘Cleanses’ Potential Undervaluation

Per business judgment rule, court dismisses shareholder complaint that board members breached fiduciary duties by rushing to sell entire company where financial advisor had stated separate sales of company’s various business units would maximize value.