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In re Delphi Financial Group Shareholder Litigation
Citation:2012 WL 729232 (Del. Ch. Mar. 6, 2012).
In 1987, Rosenkranz founded Delphi, a financial services holding company. Delphi went public in 1990, and Delphi’s ownership was divided between Class A and Class B shares. Class A shares were offered publicly and were entitled to one vote per share. Class B shares were owned entirely by Rosenkranz with each share being entitled to 10 votes. As such, Rosenkranz held 49.9% of the Delphi stockholder voting power. Additionally, Delphi’s Charter contained a provision prohibiting a consideration differential between classes of stock in the event of a merger.
On July 20, 2011, TMH approached Delphi about a merger. After negotiations with Rosenkranz, and discussions amongst Delphi representatives, THM ultimately offered a price of $46 per share. Thereafter, Rosenkranz continued his negotiations with a Sub-Committee of the Board of Directors regarding a consideration differential, despite the Charter‘s prohibition. The Delphi parties ultimately reached an agreement on a price of $44.875 for Class A and $53.875 for Class B shares. Rosenkranz relayed this differential consideration to TMH for the first time and TMH and Delphi agreed to condition the merger on approval of an amendment to the Charter.
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