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Business Associations Keyed to Hwang, 3rd Ed.
Tooley v. Donaldson, Lufkin, & Jenrette, Inc.
Citation:
845 A.2d 1031 (2004)Facts
Patrick Tooley and Kevin Lewis were minority stockholders of Donaldson, Lufkin & Jenrette, Inc., a Delaware investment banking corporation. In Fall 2000, Credit Suisse Group acquired DLJ through a transaction in which AXA Financial, Inc., which owned seventy-one percent of DLJ stock, exchanged its shares for a mix of stock and cash. Credit Suisse then made a cash tender offer of ninety dollars per share to acquire the remaining minority interests, followed by a merger. The merger agreement authorized extensions of the tender offer closing date. Credit Suisse exercised a five-day unilateral extension, and then DLJ and Credit Suisse agreed to a second extension resulting in a twenty-two-day delay, with the merger ultimately closing on November 3, 2000. Plaintiffs challenged this second extension, claiming it was unauthorized and harmed minority stockholders while benefiting AXA, and sought damages for the lost time-value of money during the delay period.
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