Judge sides with Larry Ellison in Oracle shareholder lawsuit over NetSuite acquisition

Acquisitions

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Vice Chancellor Samuel Glasscock III on Friday rejected the plaintiffs’ allegation that Oracle’s acquisition was not entitled to the deference traditionally shown corporate decision-makers under Delaware’s “business judgment” rule. “This is adequate to cleanse Ellison’s conflict as a director and officer standing on both sides of the transaction,” Glasscock wrote. Glasscock also acknowledged that, while it’s possible for minority stockholders to exercise control of “the corporate machinery” for their own benefit, such a scenario did not apply to Ellison, who is not a majority shareholder of Oracle. “Moreover, the directors appointed a special committee, and I find that body well-functioning and independent of Ellison.” Glasscock also rejected the shareholders’ allegations that Ellison and Oracle CEO Safra Catz breached duties of loyalty by misinforming the special committee and concealing material facts regarding the acquisition. Also read: These tech giants stand to win by helping companies use AI to cut costs and automate

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