Plaintiff brought this consolidated breach of fiduciary duty and appraisal proceeding based on claims that the Sunbelt board cashed out plaintiff at an unfair price pursuant to a merger. Plaintiff sought rescissory relief or in the alternative an appraisal of the fair value of her shares. The Court awarded plaintiff the fair value of her shares ($114.04 per share), which was $68.20 per share in excess of the merger consideration, as well as pre- and post-judgment interest, court costs, and expert fees of over $840,000, but not attorneys’ fees. The Court found that the Board’s process in approving the merger failed the fair dealing prong of the entire fairness test since there were no procedural protections in place, such as a special committee, and the fairness opinion was “pure window dressing”. The Court also found the merger consideration to be unfair and awarded damages rather than rescissory relief because of the difficulty in crafting such relief and since money damages were an adequate remedy.
