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In re Trulia Inc. Stockholder Litigation

Delaware Court of Chancery
129 A.3d 884 (2016)


Facts

Zillow, Inc. agreed to acquire Trulia, Inc. in a stock-for-stock merger. Four Trulia stockholders (plaintiffs) brought suit claiming that the Trulia directors (defendants) breached their fiduciary duties by not receiving enough value in the transaction. Less than four months after the suits were filed, all parties agreed to settle. The parties conducted only very limited discovery before the agreement to settle. For example, no motions were ruled upon, less than 3,000 pages of documents were produced, and only three depositions were taken. The proposed settlement required Trulia to disclose prior to the stockholder vote additional documents about the merger. In exchange, the directors would receive a release of all claims by the proposed class of Trulia stockholders. The Trulia stockholders would receive no financial compensation in the settlement, but their attorneys would receive up to $375,000 in attorneys’ fees. The parties submitted the settlement for the court’s approval.

Rule of Law

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Issue

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Holding and Reasoning (Bouchard, J.)

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  • A “yes” or “no” answer to the question framed in the issue section;
  • A summary of the majority or plurality opinion, using the CREAC method; and
  • The procedural disposition (e.g. reversed and remanded, affirmed, etc.).

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