West Palm Beach Police Pension Fund v. RightNow Technologies, Inc., Oracle Corp., et al.., C.A. No. 7026 (Del. Ch.). Read complaint here

We typically highlight decisions of the Court but we provide a link to this complaint recently filed in the Delaware Court of Chancery by a respected and experienced Delaware firm, for practical purposes. The complaint challenges an acquistion by Oracle Corp., and in particular the agreement of RightNow Technologies to merge into Oracle. It raises among other claims, Revlon issues and alleges deal protection deficiencies (e.g., the absence of a “go-shop” provision and giving the bidder what amounts to a “right of first refusal” to match any topping bids with the net effect of discouraging other bidders and not allowing for a “level playing field.”) This complaint serves as a useful “sample” for these types of cases.