Delaware Chancery Court
G&E served as co-lead counsel representing the plaintiff in this class action alleging that the members of the Board of Directors of Jefferies Group, Inc. breached their fiduciary duties in connection with their agreement to sell Jefferies to Leucadia National Corporation. The complaint alleged that Jefferies’ CEO and President were both conflicted in their negotiation of the merger price based on their desire to ascend to leadership positions within Leucadia once the merger closed, and as a result did not secure the best price available for Jefferies’ stockholders. After the Chancery Court denied defendants’ motions to dismiss, Leucadia and the individual defendants agreed to settle the litigation by causing Leucadia to pay former Jefferies stockholders, whose Jefferies shares were exchanged for Leucadia shares in the merger, a total of $70 million in additional consideration. Including fees and administrative expenses, which under the terms of the settlement are borne by Leucadia and not deducted from the class distribution, this settlement represents one of the top ten settlements of a post-closing action challenging the fairness of a merger in the history of the Delaware Chancery Court.