Kallick v. SandRidge Energy, Inc.

68 A.3d 242 (2013)

From our private database of 46,500+ case briefs, written and edited by humans—never with AI.

Kallick v. SandRidge Energy, Inc.

Delaware Court of Chancery
68 A.3d 242 (2013)

  • Written by Sharon Feldman, JD

Facts

TPG-Axon (TPG) was a hedge fund with a stake in SandRidge Energy, Inc. (SandRidge) (defendant). TPG launched a consent solicitation to seat a new majority on the SandRidge board. The incumbent board (incumbents) (defendants) opposed the consent solicitation and sought revocations from consenting stockholders. The incumbents warned stockholders that TPG’s slate was less qualified to run SandRidge than the incumbents and the election of TPG’s slate would be a change of control, triggering the proxy put in SandRidge’s credit agreements and requiring SandRidge to offer to repurchase its debt. Gerald Kallick (plaintiff), a SandRidge stockholder, brought an action alleging that the incumbents were breaching their fiduciary duties by failing to approve TPG’s slate because the proxy put would not be triggered if the incumbents approved the slate. Kallick sought injunctive relief to prevent shareholders from being pressured into re-electing the incumbents to avoid triggering the proxy put. Although the incumbents initially maintained that triggering the proxy put could harm SandRidge, they changed their position because the debt was trading at prices above the repurchase price in the credit agreements. The record established that approval of the TPG slate would not affect SandRidge’s ability to obtain financing and that the incumbents had no basis for doubting the integrity of TPG’s candidates.

Rule of Law

Issue

Holding and Reasoning (Strine, J.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 832,000 law students since 2011. Some law schools even subscribe directly to Quimbee for all their law students.

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students.

Here's why 832,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 46,500 briefs, keyed to 994 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.

Access this case brief for FREE

With a 7-day free trial membership
Here's why 832,000 law students have relied on our case briefs:
  • Reliable - written by law professors and practitioners, not other law students
  • The right length and amount of information - includes the facts, issue, rule of law, holding and reasoning, and any concurrences and dissents
  • Access in your class - works on your mobile and tablet
  • 46,500 briefs - keyed to 994 casebooks
  • Uniform format for every case brief
  • Written in plain English - not in legalese and not just repeating the court's language
  • Massive library of related video lessons - and practice questions
  • Top-notch customer support

Access this case brief for FREE

With a 7-day free trial membership