IN RE THE MONY GROUP INC. SHAREHOLDER LITIGATION, 852 A.2d 9

Summary

Due to financial problems with the corporation, the board decided to put the corporation up for sale, and after researching the issue, they decided upon a proposed merger. A stockholder vote was to be held regarding a stock-for-cash merger of the corporation with another company. The stockholders filed their action, claiming that the board did not seek the best transaction available, did not conduct a pre-agreement auction as far as an adequate market check, and that disclosure made in the proxy statement of the selling company was incomplete or misleading. They also claimed that corporate subsidiaries and the other company aided and abetted the board's breach of its fiduciary duties. The court found that the board did not breach its fiduciary duties to stockholders, nor did it act unreasonably, in seeking to maximize stockholder value, in relying on its chief executive officer to conduct negotiations, and in conducting a lengthy market check. The disclosure as to the change-in-control...