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Lessons from the $148M Fraud by Dole's GC and CEO
The Delaware Chancery Court ordered Dole Food Co. Inc. CEO David Murdock and COO and General Counsel C. Michael Carter to pay Dole shareholders $148 million for fraud in connection with the company's 2013 take-private deal. The Aug. 27 decision is one of the largest awards ever to shareholders in a deal-related lawsuit.
The decision highlights several issues that can arise in take-private transactions, even those structured to avoid the entire fairness standard through adherence to the procedures outlined in In re MFW Shareholder Litigation. These include the need for a fully informed independent committee to review the proposed transaction, the importance of high quality and independent advisors and the potential consequences when management fails to adhere to its fiduciary duties to the board and shareholders.
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