The Delaware Court of Chancery has dismissed a lawsuit filed by Novell shareholders alleging the company’s board left a higher offer on the table when they agreed to be acquired in 2011 by Attachmate for $2.2 billion. In granting the board’s motion, the court held the shareholders’ arguments did not support their allegations that Novell’s board acted in its own self-interest.
“Plaintiffs have not supplied a factual basis for concluding that the board acted with improper motives,” said Vice Chancellor John W. Noble in In re Novell Shareholder Litigation. “Plaintiffs have not provided evidence of—or even alleged—material conflicts held by a majority of the members of the board, any members who could have dominated the sales process, or the professional advisers upon which the board relied. Nor have plaintiffs offered evidence showing the influence of other improper motives.”
