Arkansas Teacher Retirement System v. Caiafa

In Arkansas Teacher Retirement System v. Caiafa (Del. 2010) 996 A.2d 321, the objector (TRS) objected to the proposed settlement based on the failure of that settlement to recognize any value in the objector's shareholder derivative claims on behalf of Countrywide in the then pending California federal district court action. The objector also argued that part of the consideration for the merger should be placed in a constructive trust to protect the value of its derivative claims. Arkansas Teacher held that the trial court had properly denied the objection and approved the settlement. (996 A.2d at p. 322.) Arkansas Teacher held: "The Vice Chancellor appropriately denied the objection, because Delaware corporate fiduciary law does not require directors to value or preserve piecemeal assets in a merger setting, and TRS failed to show a likelihood of prevailing on the merits of its claims. Therefore, we affirm the Vice Chancellor's decision on the basis of the reasons in his opinion." (Arkansas Teacher, supra, 996 A.2d at p. 322.) Arkansas Teacher also stated in dicta that the objector's allegations of fraudulent conduct by Countrywide directors "suggest a potential relationship between the directors' alleged premerger fraudulent conduct and the rapidly and severely depressed stock price on which the merger consideration was based." (Arkansas Teacher, supra, 996 A.2d at p. 322.)