The Delaware Court of Chancery this week enjoined both the shareholder vote on a premium LBO transaction and the buyers’ “deal protection” devices in the case of In re Del Monte Foods Co. S’holders Litig., C.A. No. 6027-VCL (Del. Ch. Feb. 14, 2011). The Court held that the advice the target’s board received from its financial advisor (who also did work for the deal with the bidder), was so conflicted as to give rise to a likelihood of a breach of fiduciary duty and indicated that the bidding buyout firm may face monetary damages as an “aider and abettor” of the potential breach. Read 65-page opinion here.
Ted Mirvis of the Wachtell firm provides a short overview of the case on the Harvard Corporate Governance Blog along with his colleagues here. The Wall Street Journal’s Law Blog provides a short overview of the case here.