Kallick v. SandRidge Energy, Inc.

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.