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C&J Energy Servs. v. City of Miami Gen. Employees’ & Sanitation Employees’ Ret. Trust
Citation:107 A.3d 1049 (2014)
City of Miami General Employees’ and Sanitation Employees’ Retirement Trust brought a class action on behalf of itself and other stockholders in C&J Energy Services, Inc. to enjoin a merger between C&J and a division of its competitor, Nabors Industries Ltd. To temper Nabors’ majority voting control of the surviving company, C&J negotiated for certain protections, including a by-law guaranteeing that all stockholders would share pro rata in any future sale of New C&J, which can only be repealed by a unanimous stockholder vote. C&J also bargained for a fiduciary out if a superior proposal was to emerge during a lengthy passive market check.
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