feJudge Says Top Dole Execs Owe Shareholders $148M For Driving Down Company’s Stock Price Before Buyout

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(Port of San Diego)

Two top executives at Dole are on the hook for $148 million after a judge ruled that CEO and chairman of the board David H. Murdock, and the company’s former chief operating officer, C. Michael Carter fraudulently drove down their company’s stock price so they could shortchange shareholders and buy the business on the cheap.

Vice Chancellor J. Travis Laster of Delaware’s Court of Chancery ordered Murdock and Carter to reimburse shareholders $148 million, reports the New York Times. His decision [PDF]comes after a February trial prompted by shareholders in the company, who didn’t think Murdock’s deal to buy the 60% of the company he didn’t own in 2013 was entirely on the up-and-up.

Before coming to the table with a deal for shareholders, Vice Chancellor Laster said Carter had misstated how much Dole could earn if it were to sell of some of its businesses, and canceled a stock buyback program.

That drove down the valuation of the stock, the judge said in his decision. Murdock at first offered $12 per share, which was negotiated up to $13.50 per share after an independent board committee checked out the deal.

Carter then gave the committee a set of artificially low management projects, while at the same time delivering a much more accurate picture to potential lenders involved in the takeover bid.

The deal passed by a slim vote, and the company went private.

“By taking these actions, Murdock and Carter deprived the committee of the ability to negotiate on a fully informed basis and potentially say no to the merger,” Vice Chancellor Laster wrote. “Murdock and Carter likewise deprived the stockholders of their ability to consider the merger on a fully informed basis and potentially vote it down.”

Dole C.E.O. and Aide Found Liable for $148 Million in Buyout [New York Times]

by Mary Beth Quirk via Consumerist