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Tooley v. Donaldson, Lufkin & Jenrette, Inc.
Citation:845 A.2d 1031 (Del. 2004)
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. The tender offer price was set at $90 per share in cash. Credit Suisse availed itself to postpone the closing of the tender offer. Plaintiff-stockholders brought a purported class action, alleging that the members of the board of directors of their corporation breached their fiduciary duties by agreeing to a 22-day delay in closing a proposed merger. Plaintiffs contend that the delay harmed them due to the lots time-value of the cash paid for their shares.
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