The Delaware Court of Chancery has rejected a lawsuit filed by BioClinica Inc.’s shareholders against the company, ruling that the company’s board did not breach its fiduciary duties when it agreed to a $123 million buyout from JLL Partners Inc. Vice Chancellor Sam Glasscock III said in the opinion that the plaintiffs failed to state a claim because they offered no evidence that BioClinica’s board acted in its own self-interest.
“Here, the plaintiffs argue that the board did not satisfy its Revlon duties, but they fail to plead circumstances which demonstrate that the board knowingly and completely failed to satisfy those duties,” Glasscock said. “In fact, it appears that the board did satisfy its Revlon duties by forming a committee of independent directors, engaging [EP Securities LLC's] financial advising services, and retaining independent legal counsel.”
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