David Murdock, the CEO of Dole Food Co. Inc., and several other executives have reached an agreement to pay investors $114 million over fraudulent conduct aimed at driving down the company’s price before a 2013 take-private deal. A Delaware Chancery judge in August had awarded $148 million in damages in the case. Murdock will issue a payment to shareholders who held stock in the company during an alleged scheme tied to a go-private deal in which the CEO, who already owned 40 percent of Dole, sought to regain exclusive control of the company at a lower price by selling off businesses and land. This is according to a stipulation of settlement filed in Delaware Chancery Court.

In his August finding that Murdock and General Counsel C. Michael Carter were liable for $148 million to investors, Vice Chancellor J. Travis Laster wrote that, although the Dole board’s merger committee made a Herculean effort to overcome the efforts by Murdock and Carter to keep investors in the dark, the committee was deprived of information about the company’s ability to cut costs and improve income. Therefore, the committee was unable to negotiate on a fully informed basis to reject the merger offer.

The settlement will pay investors $101 million in damages and $12.5 million in interest, according to the stipulation of settlement. Murdock and Carter will not be able to appeal the August award. The Defendants also agreed not to oppose the Plaintiffs’ attorneys’ fee application, so long as it’s less than 30 percent of the class payment, according to the stipulation filed.

The shareholders are represented by Stuart M. Grant, Geoffrey C. Jarvis and Nathan A. Cook of Grant & Eisenhofer PA, Randall J. Baron, A. Rick Atwood Jr., David T. Wissbroecker, Edward M. Gergosian and Maxwell Huffman of Robbins Geller Rudman & Dowd LLP, and Marc A. Topaz, Lee D. Rudy, Michael C. Wagner, J. Daniel Albert and Justin O. Reliford of Kessler Topaz Meltzer & Check LLP. The case is in the Delaware Chancery Court.

Source: Law360.com

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