Munger, Tolles & Olson represented the Anderson Family in obtaining summary judgment in a shareholder lawsuit arising from the family’s agreement to take Books-A-Million, Inc. private.
Books-A-Million minority shareholders had alleged that the company directors breached their fiduciary duty by approving the transaction, claiming a better offer was rejected by the special committee.
In his Oct. 10, 2016 ruling, Vice Chancellor J. Travis Laster of the Delaware Chancery Court dismissed the suit, finding that “the allegations of the complaint do not support a reasonably conceivable inference that any of the M&F Worldwide conditions were not met.” Vice Chancellor Laster was referring to the Delaware Supreme Court’s decision in Kahn et al. v. M&F Worldwide indicating that a controlling stockholder may buy out the minority if and only if the deal is approved by an independent special committee of the target board's directors and a majority of minority stockholders.
Mary Ann Todd and Adam J. Gottesfeld represented the Anderson Family in the transaction. Robert L. Dell Angelo and Achyut J. Phadke defended the Anderson Family in the litigation.