Oracle Corp. founder Larry Ellison won a pension fund lawsuit over the company’s 2016 acquisition of rival software maker NetSuite Inc., as a judge ruled that the transaction was negotiated at arm’s length by a “fully-empowered special committee.”
The investor suit, brought in Delaware Chancery Court, accused Ellison and Oracle of overpaying by $3 billion for NetSuite. Ellison owned 47% of the company at the time of the $9.3 billion deal and held about 28% of Oracle’s shares.
Vice Chancellor Sam Glasscock III said in a decision Friday that Ellison withdrew from Oracle’s consideration of the acquisition just before an initial presentation to the board and that “the remaining directors empowered a special committee to conduct the negotiation of any acquisition of NetSuite.”
Read the court’s opinion here
Oracle and a representative of the plaintiffs didn’t immediately respond to requests for comment on the decision.
Glasscock said that as a “force at Oracle” and “the main creative party and a face of the company,” Ellison could have attempted to influence the board’s decision, but didn’t.
“The concept that an individual — without voting control of an entity, who does not generally control the entity, and who absents himself from a conflicted transaction — is subject to entire fairness review as a fiduciary solely because he is a respected figure with a potential to assert influence over the directors, is not Delaware law, as I understand it,” Glasscock wrote.
The case is In Re Oracle Corp. Derivative Litigation, 2017-0337, Delaware Chancery Court.
Read More: Larry Ellison Denies Keeping Oracle Reins After Exiting CEO Role
--With assistance from Brody Ford.
(Adds requests for comment from parties in fourth paragraph.)
