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Corporations Keyed to Rhee
Tooley v. Donaldson, Lufkin & Jenrette, Inc.
Citation:
845 A.2d 1031 (Del. 2004)Facts
Patrick Tooley and Kevin Lewis are former minority stockholders of Donaldson, Lufkin & Jenrette, Inc. (DLJ), a Delaware corporation engaged in investment banking. DLJ was acquired by Credit Suisse Group. Before that acquisition, AXA Financial, Inc., which owned 71% of DLJ stock, controlled DLJ. Pursuant to a stockholder agreement between AXA and Credit Suisse, AXA agreed to exchange with Credit Suisse its DLJ stockholdings for a mix of stock and cash. Credit Suisse intended to acquire the remaining minority interests of publicly-held DLJ stock through a cash tender offer, followed by a merger of DLJ into a Credit Suisse subsidiary. The tender offer price was set at $90 per share in cash. The tender offer was to expire 20 days after commencement. The merger agreement, however, authorized extensions. DLJ and Credit Suisse could agree to postpone acceptance by Credit Suisse of DLJ stock tendered by the minority stockholders. Plaintiffs challenge the extension that resulted in a 22-day delay. They contend that this delay harmed minority stockholders while improperly benefitting AXA.
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