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

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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.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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