Grant & Eisenhofer secured $148 million settlement – following a nine-day trial – against Dole executives for bad-faith conduct and fiduciary breaches in a take-private merger
Plaintiff(s):
Public shareholders of Dole Food Company, Inc.
Case type / claims:
Class action and appraisal proceedings alleging breaches of fiduciary duty and fraudulent conduct by Dole’s CEO and controlling shareholder, David Murdock, and its President, COO, and General Counsel, Michael Carter, in connection with Murdock’s $13.50-per-share take-private acquisition of the company.
Defendant(s):
David Murdock, Michael Carter, and Dole Food Company, Inc. Board of Directors
Jurisdiction:
Delaware Chancery Court
Year:
2015
Outcome:
- Following a nine-day trial, the court found Murdock and Carter intentionally misled Dole’s Special Committee and acted in bad faith, awarding damages of $2.74 per share — $148 million plus interest.
- Settlement against Murdock, paid on behalf of all defendants, reflected the full damages set forth in the Court’s ruling.
- Case stands as one of the most consequential fiduciary duty decisions in Delaware history and a benchmark for judicial scrutiny of controlling-stockholder buyouts.
