The following e-filed documents, listed by NYSCEF document number (Motion 008) 186, 187, 188, 189, 190, 191, 192, 193, 194, 195, 196, 197, 198, 199, 200, 201, 202, 203, 204, 205, 206, 207, 208, 209, 210, 211, 212, 213, 214, 215, 216, 217, 230 were read on this motion to/for DISMISS. DECISION ORDER ON MOTION Upon the foregoing documents, Samuel T. Cohen, Thomas H. Jennings, Robert Oliver, Joshua Teitelbaum, Jack and Wanda Oliver, and Sharon Golding (collectively, the Plaintiffs)’s motion to dismiss (i) the Counterclaim (hereinafter defined) and (ii) the Fifteenth Defense (hereinafter defined), of defendants Fabiola Arredondo, Robert B. Carter. Michael S. Gross, Donald E. Hess, Marguerite W. Kondracke, Jerry W. Levin, Nora McAniff, Stephen I. Sadove, and Jack L. Stahl (collectively, the Director Defendants) pursuant to CPLR §§3211 (a)(6), 3211 (a)(7), and 3211 (b) is granted. The Relevant Facts and Circumstances This action arises from Hudson’s Bay Company (HBC)’s acquisition of all of the outstanding shares of Saks Incorporated (Saks) pursuant to a US$16.00 per share all-cash merger transaction valued at approximately US$2.9 billion (NYSCEF Doc. No. 208, 8). After the merger was announced on July 29, 2013, the Plaintiffs commenced this shareholder class action on August 2, 2013 on behalf of holders of common stock in Saks alleging, among other things, that the Director Defendants breached their fiduciary duties by failing to take steps to maximize the value of Saks for its public shareholders. On October 21, 2013, the parties reached an agreement in principle to settle the action pursuant to a memorandum of understanding, which provided, in part, that the parties would enter into a definitive settlement stipulation for court approval and that the proposed settlement would be conditioned on items, including completion of confirmatory discovery, class certification, and final approval by the court after notice to Saks shareholders (id. 27). Following the merger subsequently closing on November 4, 2013 (id. 31), the parties proceeded with confirmatory discovery in November 2013, during which time the Plaintiffs confirmed that the Saks board had not commissioned a new appraisal of the flagship store at 611 Fifth Avenue (the Flagship) in connection with the merger (id.
34-37). The parties entered into a Stipulation of Settlement (NYSCEF Doc. No. 190, the Settlement), dated October 22, 2014, which set out certain conditions for a settlement to take effect. The Settlement provided, among other things, (i) that claims would be fully released against the Director Defendants on the latest of certain settlement conditions, including the court’s approval (id.
