On Thursday, August 27, 2015, Vice Chancellor J. Travis Laster found Dole Food Co., Inc. (“Dole”) Chief Executive Officer, David Murdock, and General Counsel, C. Michael Carter, liable to investors for $148 million in fraud damages resulting from Murdock’s and Carter’s intentional acts to drive the Dole share price down in anticipation of Murdock’s 2013 go-private deal.

In November 2013 Murdock, the owner of 40% of Dole’s stock, paid $13.50 per share to acquire the remaining 60% of the stock. The transaction was structured as a single-step merger. Shortly after the transaction was announced and before it closed, shareholders filed an action asserting breach of fiduciary duty and aiding and abetting a breach of fiduciary duty claims, alleging that they had not received a fair price due to the fraudulent conduct of Murdock and Carter, among others. Vice Chancellor Laster refused to expedite the lawsuit so the shareholders could pursue injunctive relief prior to closing, instead ruling that the shareholders could pursue damages following closing. The transaction closed, and the litigation proceeded on a post-closing basis.