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Business Organizations Keyed to Smith
Gantler v. Stephens
Citation:965 A.2d 695 (Del. 2009).
First Niles board of directors put the company up for sale, receiving offers frmo Farmers National, Cortland Bankcorp, and First Place. Cortland and First Place submitted due diligence requests, which Stephens of which Stephens did not inform the board of directors. Cortland withdrew its request, while First Place reduced its bid. Ultimately, the board decided to move forward with a privatization plan instead of a sale.
The plan was taken for a shareholder vote. Prior to the vote, shareholders submitted a proxy statement to the SEC, which claimed the company’s board of directors each had conflicts of interest as related to the privatization plan. Shareholders ultimately approved the privatization plan.
A group of shareholders brought a derivative claim, alleging conflicts of interest which lead to the board of directors rejecting First Place’s bid.
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