City of Fort Myers General Employees' Pension Fund v. Haley

235 A.3d 702 (2020)

Study Aids
Case Briefs Overview
Casebooks
Case Briefs
C
From our private database of 46,300+ case briefs, written and edited by humans—never with AI.

City of Fort Myers General Employees’ Pension Fund v. Haley

Delaware Supreme Court
235 A.3d 702 (2020)

Facts

The Towers Watson & Co. (Towers) Board of Directors (board) considered merging Towers with another company. ValueAct Capital Management (ValueAct) was a shareholder of Towers. John Haley (defendant), the chief executive officer (CEO) of Towers, led the merger negotiations. During the merger negotiations, ValueAct offered Haley a lucrative compensation package to remain as CEO post-merger. Haley failed to disclose the post-merger compensation package to the board. Some shareholders opposed the proposed merger. In an attempt to obtain the shareholder votes necessary to approve the merger, Haley filed a proxy statement and obtained a fairness opinion without disclosing but once again did not disclose the post-merger compensation package. After the merger was completed, the City of Fort Myers General Employees’ Pension Fund (pension fund) (plaintiff), a shareholder in Towers, sued Haley for breach of fiduciary duty. One board member, Gilbert Ray, testified that he would have wanted to know about the details of the post-merger compensation package before the merger vote. Haley motioned to dismiss, arguing that Haley’s conduct was protected by the business-judgment rule. The trial court granted Haley’s motion. The pension fund appealed.

Rule of Law

Issue

Holding and Reasoning (Valihura, J.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 812,000 law students since 2011. Some law schools—such as Yale, Berkeley, and Northwestern—even subscribe directly to Quimbee for all their law students.

    Unlock this case briefRead our student testimonials

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students.

    Learn about our approachRead more about Quimbee

Here's why 812,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 46,300 briefs, keyed to 988 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.

Access this case brief for FREE

With a 7-day free trial membership
Here's why 812,000 law students have relied on our case briefs:
  • Reliable - written by law professors and practitioners, not other law students
  • The right length and amount of information - includes the facts, issue, rule of law, holding and reasoning, and any concurrences and dissents
  • Access in your class - works on your mobile and tablet
  • 46,300 briefs - keyed to 988 casebooks
  • Uniform format for every case brief
  • Written in plain English - not in legalese and not just repeating the court's language
  • Massive library of related video lessons - and practice questions
  • Top-notch customer support

Access this case brief for FREE

With a 7-day free trial membership

Casebooks

Business Associations

Key Terms