The independent directors were accused of approving an inefficient M&A process of the Company that prevented shareholders from obtaining maximum value.
Gordian was engaged to review and comment upon the independent directors’ role in the M&A process. As part of this assignment, Peter Kaufman produced a expert witness report and was deposed in court.
Based on extensive review and analysis, Gordian determined that the independent directors acted prudently and in good faith with respect to the execution for their duties as it related to the M&A process. They relied upon the advice of investment banking and legal professionals they reasonably believed were reliable as it related to the M&A process. The process was successful in that it obtained a proposal from a credible prospective buyer as well as two other credible offers. Finally, the recapitalization efforts by a separate party did not have a material adverse impact on the outcome of the M&A process.
The case was favorably settled to our client’s satisfaction, granting summary judgment on all claims against the independent directors.