In re Southern Peru Copper Corp. Shareholder Derivative Litigation

Grupo México, S.A.B. de C.V. (Grupo México) (defendant) was the controlling stockholder of Minera México, S.A. de C.V. (Minera México), a Mexican mining company that was not publicly traded. Southern Peru Copper Corporation (Southern Peru) was a mining company listed on the New York Stock Exchange. Grupo México was also the majority shareholder of Southern Peru. Grupo México offered to sell its interest in Minera México to Southern Peru for approximately $3.1 billion worth of shares of Southern Peru stock. Southern Peru created a special committee (defendant) of independent and disinterested directors to analyze the proposed sale. The special committee determined that Minera México was worth at least $1 billion less than the proposed $3.1 billion sale. Instead of suggesting different terms for Southern Peru’s acquisition of Minera México, the special committee approved Southern Peru’s acquisition of Minera México from Grupo México for $3.1 billion worth of stock. Southern Peru’s board of directors (defendant) also approved the acquisition. A shareholder (plaintiff) filed a shareholder derivative suit in Delaware Chancery Court against Grupo México, the special committee, and the board of directors alleging that Southern Peru’s acquisition of Minera México was unfair to Southern Peru and its minority shareholders because Minera México was not worth the amount paid to Grupo México.