Delaware Chancery Court
G&E represented a large pension fund in class action litigation against Delphi Financial Group, its Board of Directors, Tokio Marine Holdings and TM Investment, Inc. The complaint alleged that Robert Rozenkranz, founder, CEO and Chairman of Delphi, took buyout consideration for himself at the expense of Delphi’s shareholders. In connection with the sale of Delphi to Tokio Marine, Rozenkranz influenced the Board to change the terms of certain classes of stock to obtain a premium for his personal shares. Vice Chancellor Glasscock allowed the merger to go to a shareholder vote but stated “that the Plaintiffs have demonstrated a likelihood of success on the merits” regarding the Rosenkranz allegations. The defendants agreed to settle the breach of fiduciary duties class action for $49 million to be distributed to Delphi’s Class A shareholders, excluding defendants, which was over 90% of the damages claimed in the action.