Delaware Business Litigation Report

Court of Chancery Rejects Class Action Settlement

In Re: TD Banknorth Shareholders Litigation, C.A. No. 2557-VCL (July 19, 2007).

It is a mistake to take for granted that the Court of Chancery will approve any class action settlement. Here, the Court rejected a settlement because it appeared that a valid theory of recovery had been overlooked by the plaintiff and the settlement gave very little to the class.

Also of interest was the Court's interpretation of a standstill term in the stock acquisition agreement that limited the acquirer from seeking to obtain even more stock in the target. The Court implied that asking the target board to initiate merger discussions was an invalid attempt to get around that standstill provision.

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