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Court Of Chancery Explains Unfair Dealing Law In Cash-Out Case

Posted In M&A

In re Dole Food Co. Inc. Stockholder Litigation, C.A. 8703-VCL (August 27, 2015)

Aside from the very large damage award, this decision should be noted for its thorough analysis of the duties of a controlling stockholder and his aides in the way they act to carry out a going private transaction.

Taking steps to decrease the market price before making a cash-out proposal, not telling the truth to a special committee reviewing the proposal, and pressuring committee members are serious violations of the duty to act fairly and in good faith.