Mark E. Felger, left, and Kaan Ekiner, right, of Cozen O'Connor. Courtesy photos Court of Chancery Dismisses Fiduciary Duty Claims Related to Self-Tender Offer
In August 2022, Giant/Alpha allegedly used its controlling position in Playtika to cause the Playtika board to engage in a self-tender. In a previous ruling, Vice Chancellor Sam Glasscock found that the transaction conferred Giant/Alpha a nonratable benefit and denied Giant/Alpha's motion to dismiss claims against it arising from the transaction.
July 03, 2024 at 09:01 AM
8 minute read
Contributors
Playtika Holding Corp., a Delaware corporation, was a controlled company with the majority of its stock held by Playtika Holding UK II Limited (Giant/Alpha). In August 2022, Giant/Alpha allegedly used its controlling position in Playtika to cause the Playtika board to engage in a self-tender. In a previous ruling, Vice Chancellor Sam Glasscock found that the transaction conferred Giant/Alpha a nonratable benefit and denied Giant/Alpha's motion to dismiss claims against it arising from the transaction. But in Kormos v. Playtika Holding UK II Ltd., 2024 WL 1956268 (Del. Ch. May 3, 2024), the Vice Chancellor dismissed fiduciary duty claims against Playtika's directors and officers based on their alleged approval of the unfair tender offer and "unauthorized communications" with Giant/Alpha. The plaintiffs alleged that the Playtika fiduciaries inhibited a special transaction committee's ability to maximize value and perpetuated Giant/Alpha's control of Playtika.
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