Shareholder plaintiffs sought to enjoin the merger of Massey Energy Company (“Massey”) and Alpha Natural Resources Inc. (“Alpha’), contending that the merger consideration failed to adequately compensate plaintiffs for derivative claims against Massey stemming from management’s failure to make a good faith attempt to comply with mining regulations and damages from an explosion that killed 29 miners. The Court held that the record did not support the issuance of a preliminary injunction because there was no indication that the derivative claims “are material in comparison to the overall value of Massey as an entity.” The Court found the merger procedurally sound, that the Massey board “exerted reasonable effort to get the highest price it could from Alpha,” and that the board was not improperly motivated by a desire to avoid liability.
