In a case that was a prelude to a proxy fight, the Court of Chancery dismissed numerous counts for breach of fiduciary duty filed by Barnes & Noble investor Ronald Burkle against the members of the bookseller’s board.
Vice Chancellor Leo E. Strine Jr.’s opinion in Yucaipa American Alliance Fund II LP v. Riggio, dated Aug. 12, found that the “poison pill” adopted by the board in response to Yucaipa’s purchases of a large block of stock was a reasonable response to a credible takeover threat, even if the process was not ideal.
