Jiannaras v. Alfant
New York Court of Appeals
27 N.Y.3d 349 (2016)
- Written by Steven Pacht, JD
Facts
After Google, Inc. (defendant) and On2 Technologies, Inc. (On2) (defendant) merged, Michael Jiannaras (plaintiff), an On2 shareholder, filed a class-action suit in New York state court on behalf of himself and similarly situated On2 shareholders (On2 shareholders) (plaintiffs) against Mike Alfant (defendant) and others, alleging that On2’s directors breached their fiduciary duties. The complaint primarily sought equitable relief. Other On2 shareholders filed similar suits in Delaware state court. The New York and Delaware plaintiffs ultimately agreed to settle their claims against On2 and On2’s directors. The settlement, among other things, required class members to release all merger-related claims, including claims for damages, and did not allow class members to opt out of the settlement. More than 200 On2 shareholders objected to the proposed settlement due to the absence of an opt-out right. The supreme court concluded that the settlement was fair, adequate, reasonable, and in the class members’ best interests, but the supreme court declined to approve the settlement because it provided no opt-out mechanism for out-of-state class members. The appellate division affirmed. The directors and On2 appealed.
Rule of Law
Issue
Holding and Reasoning (Pigott, J.)
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