In re Synthes, Inc. S'holder Litig.Annotate this Case
On this motion to dismiss, plaintiff stockholders argued that they stated a claim for breach of fiduciary duty because a controlling stockholder refused to consider an acquisition offer that would have cashed out all the minority stockholders of defendant Synthes, Inc. but required the controlling stockholder to remain as an investor in Synthes. Instead, the controlling stockholder worked with the other directors of Synthes and ultimately accepted a bid made by Johnson & Johnson for sixty-five percent stock and thirty-five percent cash, and consummated a merger on those terms. The controlling stockholder received the same treatment in the merger as the other stockholders. The Court of Chancery dismissed the complaint, holding that the facts pled did not support an inference that there was any breach of fiduciary duty on the part of the controlling stockholder or members of the board of directors.