Del Monte Foods Settlement Secures $89.4 Million for Shareholders Who Challenged Private Equity Buyout

Payment by Del Monte and Barclays one of the largest cash settlements ever in Delaware Chancery Court; case has upended investment banking practice of offering sell-side financing in M&A transactions.

Ending a case that has reformed longstanding conflicts within the investment banking community on M&A deals, Del Monte Corporation and Barclays Capital Inc. have agreed to pay $89.4 million to Del Monte shareholders who were cashed out in the 2010 buyout of Del Monte by a group of private equity firms.

Grant & Eisenhofer, which has served lead counsel in four of the five largest settlements in the history of Delaware Chancery Court, is co-lead counsel on behalf of a class of Del Monte shareholders who opposed the way in which the storied food company and its investment bank transacted the sale of Del Monte to a consortium of private equity investors.

The payment is one of the largest cash settlements on record in Delaware Chancery Court – Del Monte will contribute $65.7 million while Barclays will pay $23.7 million. The lawsuit, which challenged the common practice by many deal advisers to simultaneously offer sell-side financing in a transaction, led to sweeping changes in the way investment banks conduct business in the M&A marketplace.

An injunction ruling earlier this year by Chancery Court Vice Chancellor J. Travis Laster led to an immediate industry-wide retreat by investment banks from providing financing for deals in which they also represented the sellers. Bloomberg News reported that since the Del Monte ruling came down, “no firm has offered sell-side financing for a U.S. public company buyout valued at more than $1 billion.…In the previous 2 ½ years, it was offered about 40 percent of the time for deals of that size.” As noted corporate governance expert Larry Hamermesh of Delaware’s Widener University remarked to Bloomberg, Chancellor Laster’s ruling “got the attention of every bank across Wall Street. It does seem like banks are exercising across-the-board caution after Del Monte.” The deal was eventually approved by a shareholder vote this past March.

The settlement is subject to approval by Vice Chancellor Laster. If approved, it will resolve all litigation over the sale of Del Monte.

Senior Counsel John Radice selected for inclusion in Super Lawyers-Rising Stars Edition 2011

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News Corp. Shareholders Bring New Charges against Company Over UK Phone Hacking Scandal

A group of institutional investors of News Corp. has filed an amended complaint alleging rampant nepotism and failed corporate governance at the company and adding a series of fresh claims tied to the media giant’s role in the ongoing British phone hacking scandal.

The shareholder group accuses News Corp.’s board of failing to exercise proper oversight and take sufficient action since news of the hacking first surfaced at its subsidiary nearly six years ago. As many as 4,000 individuals may have been the targets of unlawful phone call intercepts, including British soldiers killed in Afghanistan and victims of terrorist attacks.

The latest allegations supplement a lawsuit originally filed in March 2011 in Delaware Court of Chancery. Shareholders challenge News Corp.’s $615 million purchase earlier this year of Shine Group Ltd., a UK film and TV production company run and majority-owned by Rupert Murdoch’s daughter Elizabeth Murdoch, whose windfall share of the sale came to $250 million. As the complaint notes, “[Rupert] Murdoch did not even pretend that there was a valid strategic purpose” for the Shine deal, as he proudly boasted that its goal was to bring his daughter back into the News Corp. fold so she could join his Board.

Grant & Eisenhofer P.A. is serving as co-lead counsel for plaintiff shareholders Amalgamated Bank, trustee for various LongView investment funds, along with Central Laborers Pension Fund.

Click here for a copy of the amended complaint.

Grant & Eisenhofer adds former Hogan Lovells Partner Matthew Morris to Head Bankruptcy Litigation Practice

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Co-Founder and Managing Partner, Stuart Grant talks with the Wall Street Journal regarding LBO and Merger Litigation

Are Shareholders Getting Shafted? WSJ’s Dennis Berman speaks with Stuart Grant, Managing Director of Grant & Eisenhofer, who represents many of the largest public and private institutional investors in the world in LBO and merger litigation.

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