Grant & Eisenhofer secured a $3 billion increase in buyout value for Genentech minority shareholders through challenge to Roche’s takeover terms
Plaintiff(s):
Institutional investors and minority shareholders of Genentech, Inc.
Case type / claims:
Derivative and class action litigation challenging Roche’s $43.7 billion acquisition of Genentech. Plaintiffs alleged that a 1999 affiliation agreement improperly restricted the Board’s ability to negotiate a fair price and was invalid under Delaware law.
Defendant(s):
Genentech, Inc. Board of Directors and Roche Holding AG
Jurisdiction:
Delaware Chancery Court
Year:
2009
Outcome:
- Settlement against defendants increased the purchase price from $89 to $95 per share — an additional $3 billion for minority shareholders.
- Litigation pressure enabled Genentech’s Board to secure a value-maximizing deal despite contractual restrictions favoring Roche.
- Case reinforced protections for minority shareholders in transactions involving controlling stockholders.
