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Corporations Keyed to O’Kelley
In re The Topps Company Shareholders Litigation
Citation:926 A.2d 58 (2007)
Arthur Shorin, the son of Joseph Shorin, one of the founders of Topps, is Topps’s current Chairman and CEO. In 2005, Topps was threatened with a proxy contest. Former Disney CEO and current private equity investor Michael Eisner had called Shorin and offered to be helpful. The insurgent directors and the incumbent directors began to split on substantive end. The insurgents then became dissident shareholders. The Topps board eventually approved the merger agreement. Shortly before the merger was approved Topps’s chief competitor, plaintiff The Upper Deck Company, expressed a willingness to make a bid. Upper Deck had expressed a willingness to pay $10.75 per share in a friendly merger. The bid, however, limited Topps to a remedy for failing to close limited to a reverse break-up fee in the same amount Eisner secured as the only recourse against him. The Topps incumbent directors have refused to treat Upper Deck as having presented a superior proposal. A group of stockholder plaintiffs and Upper Deck moved for a summary judgment.
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