March 12, 2018
On March 9, 2018, Weil secured a complete dismissal with prejudice of all claims brought against client Brookfield Asset Management in a stockholder class action in Delaware Chancery Court relating to Brookfield’s $2.8 billion acquisition of Rouse Properties in 2016.
In a 66-page opinion, the Court held that Brookfield, which owned 33.5% of Rouse’s stock before the merger, was not a controlling stockholder and, thus, did not owe fiduciary duties to Rouse’s stockholders. The Court also held that an uncoerced and fully-informed Rouse stockholder vote approving the merger triggered application of the business judgment presumption under the Delaware Supreme Court’s decision in Corwin v. KKR Fin. Hldgs. LLC, 125 A.3d 304 (Del. 2015), and that plaintiffs failed to plead a claim for waste against the former Rouse directors. Finally, the Court dismissed an aiding and abetting claim against Brookfield because there was no underlying breach of fiduciary duty by the former Rouse directors and because plaintiffs failed to plead facts to show that Brookfield knowingly participated in any alleged breach of fiduciary duty.
The Weil team was led by Co-Head of the Firm’s Securities Litigation practice, John Neuwirth, and also included partner Evert Christensen, counsel Seth Goodchild, and associates Matthew Connors, Sean Moloney, Andrew Blumberg and Elizabeth Kerwin-Miller.