In re Celera Corporation Shareholder Litigation
|Court:||Delaware Court of Chancery|
|Case Number:||C.A. 6034-VCP|
|Judge:||Vice Chancellor Donald F. Parsons|
|Case Contacts:||Mark Lebovitch|
Shareholder class action filed on behalf of Court-appointed lead plaintiff New Orleans Employees' Retirement System ("NOERS") challenging the acquisition of diagnostic testing company Celera Corporation (NASDAQ: CRA) by Quest Diagnostics Incorporated (NYSE: DGX).
The Court granted expedited proceedings and following extensive document review, depositions of key company officers and directors, and the filing of a motion for preliminary injunction and supporting brief, the parties reached a settlement wherein Celera and Quest agreed to alter key features of their merger agreement that NOERS, on behalf of all Celera shareholders, had asserted harmed the corporate sales process and inhibited obtaining maximum value for shareholders.
Over the course of an extensive and expedited discovery process, NOERS and Court-appointed Co-Lead Counsel BLB&G challenged a provision agreed to by certain participants in the company's prior sales process that prohibited those participants from seeking a waiver of the standstill restrictions that were a condition to gaining access to diligence materials.
This contractual prohibition, asserted NOERS and its counsel, was unenforceable and constituted a violation of Delaware law.
As part of a settlement reached on April 18, 2011, the standstill provisions were waived, effectively eliminating the challenged prohibition. The parties entered into a formal stipulation of settlement which was executed on August 9, 2011. The final approval hearing for the settlement is scheduled for November 17, 2011. Copies of the stipulation and other court documents relating to this action are included on the "Case Documents" page.
Other Cases of Interest
Comverse Technology, Inc.
Eastern District of New York Mark Lebovitch, Katherine M. Sinderson
Bank of America/Merrill Lynch Merger Litigation
Southern District of New York Max W. Berger, Hannah Ross, Mark Lebovitch, John Rizio-Hamilton, Jonathan D. Uslaner, Katherine M. Sinderson
Delaware Court of Chancery Mark Lebovitch, David Wales, Thomas James
Delaware Chancery Court Gregory V. Varallo, Mark Lebovitch, Christopher J. Orrico, Jacqueline Y. Ma , Thomas James
Northern District of California, Oakland Division Mark Lebovitch, David Wales, Alla Zayenchik
Delaware Chancery Court Edward G. Timlin, Andrew Blumberg, Mark Lebovitch
Northern District of California John Rizio-Hamilton, Mark Lebovitch, Jonathan D. Uslaner, Abe Alexander
Straight Path Communications Inc.
Delaware Chancery Court Mark Lebovitch, Jeroen van Kwawegen, Edward G. Timlin, Alla Zayenchik
Columbia Pipeline Group, Inc.
Delaware Chancery Court Mark Lebovitch, Jeroen van Kwawegen, Christopher J. Orrico, Alla Zayenchik
Southern District of New York Mark Lebovitch, David Wales, Jeroen van Kwawegen, Jonathan D. Uslaner