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Business Organizations Keyed to Allen
In Re Trulia, Inc. Stockholder Litigation
Citation:129 A.3d 884 (Del. Ch. 2016).
In July 2014, Trulia and Zillow announced a successive stock-for-stock merger. Trulia would first merge with Zillow and, thereafter, Holdco would acquire both Trulia and Zillow. In September 2014, Holdco filed a proxy statement and, within days, plaintiffs filed for an injunction. In November 2014, the parties entered into a “Memorandum of Understanding” agreeing to settle the litigation and in December 2014, Trulia stockholders overwhelming voted to approve the merger. Prior to the stockholders’ meetting, Trulia stockholders received over 224 pages of proxy materials. Finally, in June 2015 the parties submitted the proposed disclosure settlement releasing defendants of any claims and stipulating that plaintiffs’ attorneys would seek an award of attorneys’ fees not to exceed $375,000. In return, the defendants provided Supplemental Disclosures with details regarding (1) the synergy numbers in the value creation analysis; (2) comparable transaction multiples; (3) selected public trading multiples; and (4) multiples for relative discounted cash flow analysis.
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