The Delaware Court of Chancery invoked the business judgment rule in dismissing with prejudice a challenge to Books-A-Million Inc.’s $21 million by a controlling shareholder in a going-private merger, finding that a special committee’s handling of the acquisition could not possibly be viewed as waste.
The plaintiffs, minority stockholders in the company, had centered their argument on the notion that the committee was grossly negligent in accepting in recommending the board accept a bid by the family of the company’s founder when a higher third-party offer was available.
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