Delaware Court Awards $148M In Damages, Finds Dole Food Company Directors Liable
The Delaware Court of Chancery found David Murdock and C. Michael Carter liable under the entire fairness standard. Murdock is Dole Food Company Inc.'s Chairman and CEO, and Carter is a director of the company and its President, Chief Operating Officer, and General Counsel. The two were found to have driven down Dole's stock price before a merger in which Murdock took Dole private and to have undermined the work of a special committee organized to evaluate Murdock's proposal. The court awarded $148 million in damages. The court also found, however, that Deutsche Bank, Murdock's financial advisor and lender, was not liable on an aiding and abetting claim. In order to ready Dole for Murdock's freeze-out plans, Carter attempted to depress Dole's stock price by knowingly furnishing the market with a "subterranean" estimate of Dole's estimated cost savings regarding another transaction and by abolishing a stock repurchase program. Murdock then gave his first proposal of $12.00 a share to Dole's [...]