Delaware Chancery Court
G&E was co-lead counsel for Dole’s public stockholders in a class action alleging breaches of fiduciary duty by Dole’s directors and by its CEO and controlling stockholder, David Murdock, in connection with Murdock’s taking Dole private for $13.50 per share. Following a nine-day trial, the Court found that defendants Murdock and Michael Carter (Dole’s President, COO, General Counsel, and a Dole director) had breached their fiduciary duties to the class, and held them liable for damages of $2.74 per share (i.e., $148 million) plus interest. As Vice Chancellor Laster explained in his ruling, “Murdock and Carter’s conduct throughout the [Special] Committee process, as well as their credibility problems at trial, demonstrated that their actions were not innocent or inadvertent, but rather intentional and in bad faith.” The Vice Chancellor went further, ruling that “Carter engaged in fraud” and outright “lied” to the Board’s Special Committee during its consideration of Murdock’s proposal. The decision explained that, although “facially large, the [damage] award is conservative relative to what the evidence could support.” Following the Court’s liability decision, the parties agreed to a settlement which required Murdock to pay, on behalf of the other defendants, damages consistent with the full $2.74 per share plus interest set forth in the Court’s decision. G&E also successfully obtained a confidential settlement on behalf of G&E’s clients who sought appraisal of their Dole shares in connection with the take-private merger.