|
In re Yahoo! Inc., Takeover Litigation
Delaware Court of Chancery, C.A. No. 3561
Shareholder class action filed on behalf of the Police &
Fire Retirement System of the City of Detroit and the General Retirement System of the
City of Detroit (collectively “Plaintiffs”) (the "Detroit Funds"), and all other similarly situated public shareholders
(the “Class”) of Yahoo! Inc. (“Yahoo” or the “Company”). On March 5, 2008,
The Hon. William B. Chandler III, Chancellor of the Court of Chancery of the
State of Delaware, granted the Plaintiffs' motion to consolidate the several pending shareholder class actions,
appointing the Detroit Funds as Lead Plaintiffs and BLB&G as Co-Lead Counsel for
the Class. On March 12, 2008, the order was amended to include all future
filings.
On February 21, 2008, BLB&G, on behalf of Plaintiffs, filed a
Class Action Complaint
against Yahoo and its board of directors (the “Board”), alleging that they have acted to thwart a non-coercive takeover bid by Microsoft,
which would provide a 62% premium over Yahoo’s pre-offer share price, and have instead approved improper
defensive measures and pursued third party deals that would be destructive to shareholder value. Yahoo’s
“Just Say No to Microsoft” approach is a result of resentment by the Board, and not any good faith focus
on maximizing shareholder value. Microsoft attempted to initiate merger discussions in late 2006 and early
2007, but was rebuffed, supposedly so Yahoo's management could implement existing strategic plans. None
of those initiatives improved Yahoo’s performance. On February 1, 2008, over a year after its initial
approach, Microsoft returned, offering to acquire Yahoo for $31 per share, representing a 62% premium
above the $19.18 closing price of its stock on January 31, 2008.
On February 22, 2008, Plaintiffs filed a
Motion to
Expedite, seeking immediate discovery and requesting that a trial date be set in
May 2008. Click on the following link to view the
Opening Brief in Support of Motion to Expedite.
Rather than consider Microsoft's offer in good faith, Yahoo's board took
various steps to defend against Microsoft, destroying or threatening to destroy
shareholder value in the process. As a result of the Yahoo Board's improper
actions, on May 3, 2008, Microsoft withdrew its bid, causing Yahoo's stock to
plummet when markets reopened.
Plaintiffs will seek all available remedies. Click
here to view Plaintiffs Press Release from May 5, 2008.
Click on the below links to view a copy of:
-
February 21, 2008 - Class Action Complaint
-
February 22, 2008 - Motion to Expedite
-
February 22, 2008 - Opening
Brief in Support
of Motion to Expedite
-
February 25, 2008 - Motion to Consolidate
-
March 3, 2008 - Stipulation and Proposed Case
Management Order
-
March 3, 2008 -
Memorandum of Law in Further Support of the Detroit Funds' Motion for Consolidation, Appointment of Lead Counsel and In
Opposition to the Plumbers and Pipefitters Competing Motion
-
March 3, 2008 - Declaration of Mark Lebovitch in Support of the Detroit Funds' Motion for Consolidation and Appointment
of BLB&G and BM&F as Lead Counsel
-
March 5, 2008 - Order of Consolidation
-
March 12, 2008 - Amendment to Order of Consolidation
-
March 17, 2008 - Letter to Chancellor William B. Chandler III from
the Court-Appointed Lead Counsel for Plaintiffs
-
March 20, 2008 - Yahoo! Inc.'s and Individual Defendants' Opposition to Plaintiffs' Motion for Expedited Proceedings
-
March 24, 2008 - Transcript of Hearing
-
April 18, 2008 - Plaintiffs'
Emergency Motion to Compel Attendance at Deposition
-
April 21, 2008 - Director Defendants' Opposition to
Plaintiffs' "Emergency" Motion to Compel Attendance at
Deposition
-
April 22, 2008 - Plaintiffs' Reply in Support of Emergency
Motion to Compel Attendance at Deposition
-
April
22, 2008 - Transcript of Telephone Conference
Firm partner Mark Lebovitch,
Counsel Jonathan Harris, and
associates Brett Middleton and
David Webber are responsible for prosecuting this action.
|
