In re Wm. Wrigley Jr. Co. Shareholders Litigation , (Del. Ch., Jan. 22, 2009), read opinion here. (Hat tip to Potter Anderson & Corroon LLP, for their eDelaware case summary, also posted on their website).
Instead of providing a conventional summary of the court’s decision, this is one of those cases for which I will just highlight the key issues decided and any interested reader can read the whole opinion at the above link.
- This case started as a class action challenging the merger between the Wm. Wrigley Company of gum fame and the Mars candy company, based on Revlon claims, disclosure claims and related challenges to the merger.
- Although the plaintiffs dropped their Revlon claims, still the parties settled shortly before the scheduled closing on terms that included modification of the merger agreement such as the termination fee and certain disclosures.
- This opinion is helpful for several practical reasons, such as counsel’s use of best practices by immediately sending the settlement memorandum to the court and asking for the court’s consent to schedule a hearing to approve the settlement after the date of the merger so as not to delay the merger, in light of the abbreviated timetables involved.
- Also of practical value is the court’s discussion of the criteria used to certify the case as a class action under Rule 23 as part of the settlement process
- The court also addressed and rejected objections to the settlement by those persons who argued that it was not fair that they would not be entitled to opt out of the settlement.