Key takeaways

• Delaware court awards Dole Food stockholders $148 million in damages in connection with November 2013 take-private by the Company’s CEO and 40% shareholder.
• Court finds that approval of the transaction by a special committee of independent directors and a majority of unaffiliated stockholders, and an arguably fair price, does not protect insiders from liability for their own fraudulent conduct.
• Court praises conduct of the special committee and its advisers; opinion demonstrates the protective value of a high-quality independent committee process even when working with incomplete and inaccurate information.