In re Dole Food Company, Inc.
Delaware Court of Chancery
2017 WL 624843 (2017)
- Written by Rose VanHofwegen, JD
Facts
Shareholders (plaintiffs) brought a class action against Dole Food Company, Inc.; chairman, chief executive officer, and largest shareholder David Murdock; and holding company DFC Holdings (collectively, defendants) after Murdock took Dole private by paying stockholders $13.50 per share in a merger. Because Dole was trading at more than $13.50, the shareholders alleged that price was unfair. The parties reached a settlement that would give shareholders an additional $2.74 per share. Meanwhile, the Depository Trust Company (DTC) paid out merger proceeds to shareholders of record based on information in its centralized ledger, which reflected 36,793,758 outstanding shares. More than 32 million of those shares changed hands in the three days before the merger closed. During the settlement-claims process, stockholders submitted facially valid claims for 49,164,415 shares—12,370,657 more than on DTC’s ledger. Class counsel and the settlement administrator could not resolve the discrepancy. Class counsel moved to modify the settlement allocation to distribute the $2.74 to the shareholders reflected on the ledger, the same way DTC distributed the merger proceeds, instead of pro rata to all stockholders who submitted valid claims.
Rule of Law
Issue
Holding and Reasoning (Laster, J.)
What to do next…
Here's why 814,000 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.