The Delaware Court of Chancery has dismissed a lawsuit filed by shareholders in medical device manufacturer Synthes Inc., who alleged that the company’s chairman and controlling stockholder undervalued the company when it was sold to Johnson & Johnson for $21.3 billion.

The court rejected the plaintiffs’ request to apply the standard established inRevlon v. MacAndrews & Forbes Holdings, ruling that it does not apply because Johnson & Johnson paid a portion of the purchase price with its stock, which is valued by the open market, and, therefore, the sale is not a full change of control.

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