In re Books-a-Million, Inc. Stockholders Litigation
Delaware Court of Chancery
2016 WL 5874974 (2016)
Facts
The Andersons (defendants) were the controlling shareholders of Books-A-Million, Inc. (BAM). The Andersons took BAM private through a squeeze-out merger. The Andersons’ offer conditioned any transaction on approval of a special committee of independent directors and a vote of disinterested shareholders. Before recommending the merger, the special committee met 33 times, negotiated over five months, sought alternative buyers, considered alternative structures, rejected the initial offer, submitted two counteroffers, and obtained a 20 percent higher price. BAM’s minority stockholders (plaintiffs) filed a class-action complaint, claiming breach of fiduciary duty by BAM’s directors, the Andersons, and several officers (defendants). The Andersons, directors, and officers moved to dismiss the complaint for failure to state a claim.
Rule of Law
Issue
Holding and Reasoning (Laster, J.)
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