Case Caption: In re Dole Food Company, Inc. Stockholder Litigation
Case Number: C.A. No. 8703-VCL
Court: Delaware Court of Chancery
Judge: Honorable J. Travis Laster
Plaintiffs: City of Providence, Central Laborers’ Pension Fund, Massachusetts Laborers’ Annuity Fund, New England Teamsters & Trucking Industry Pension Fund, and Oklahoma Police Pension & Retirement System
Defendants: David H. Murdock, C. Michael Carter, David A. DeLorenzo, DFC Holdings, LLC, Deutsche Bank AG, New York Branch, Deutsche Bank Securities Inc.,
Overview: KTMC brought claims on behalf of a class of Dole Foods stockholders who were unfairly squeezed out of their interest in the company by Dole’s founder and controlling stockholder David Murdock. After a trial in the Delaware Court of Chancery, the court found that Murdock and his longtime lieutenant, Dole’s former president and general counsel C. Michael Carter, unfairly manipulated Dole’s financial projections and misled the market as part of Murdock’s efforts to take the company private. Among other things, the Court concluded that Murdock and Carter “primed the market for the freeze-out by driving down Dole’s stock price” and provided the company’s outside directors with “knowingly false” information and intended to “mislead the board for Mr. Murdock’s benefit.”
Vice Chancellor Laster found that the $13.50 per share going-private deal underpaid stockholders, and awarded class damages of $2.74 per share, totaling $148 million.