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Tooley v. Donaldson, Lufkin, & Jenrette, Inc.

Supreme Court of Delaware
845 A.2d 1031 (Del. 2004)


Facts

Patrick Tooley and Kevin Lewis (plaintiffs) were minority shareholders in Donaldson, Lufkin, & Jenrette, Inc. (DLJ) (defendant). AXA Financial, Inc. (AXA) controlled DLJ and negotiated a merger with Credit Suisse Group (CSG). Under the terms of the merger, CSG would obtain cash and AXA’s stock in DLJ. CSG would then obtain the remainder of the outstanding DLJ stock, including the plaintiffs’ shares, via a tender offer. The tender offer was to expire after 20 days. The merger agreement provided for two types of extensions of this 20-day deadline, over which the plaintiffs had no control. The DLJ board of directors and CSG availed themselves of each of the extensions. Before the merger closed, the plaintiffs brought suit in the Delaware Court of Chancery, alleging that the DLJ board of directors breached its fiduciary duty to the plaintiffs by going along with the extensions. DLJ filed a motion to dismiss. The trial court dismissed the plaintiffs’ complaint on the ground that there was no special injury asserted by the plaintiffs, in that they did not suffer harm above and beyond the harm caused to other shareholders. The plaintiffs appealed.

Rule of Law

Issue

Holding and Reasoning (Veasey, C.J.)

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