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TIFFANI BOUDREAUX, ET AL. v. MICROS SYSTEMS, INC., ET AL.
TIFFANI BOUDREAUX, ET AL. v. MICROS SYSTEMS, INC., ET AL.
Listen to this articleCorporate law — Breach of fiduciary duty — Presumption of good faith
On June 23, 2014, MICROS Systems, Inc. (“MICROS”), a Maryland corporation headquartered in Columbia, Maryland, announced that it had entered into an Agreement and Plan of Merger (“Merger Agreement”) to be acquired by Oracle Corporation (“Oracle”) in a $5.3 billion all-cash tender offer (“Tender Offer”), followed by a shortform merger (collectively, the “Transaction”). Under the Transaction, which closed on September 8, 2014, Oracle paid for all MICROS shares at a price of $68.00 per share, thereby extinguishing the stockholders’ ownership. Soon thereafter, several complaints were filed in the Circuit Court for Howard County alleging that the price approved by MICROS’s Board of Directors (“Board”) and the process used to negotiate that price were unfair.
On October 8, 2014, appellants, Tiffani Boudreaux, Shiva Y. Stein, Joel Rosenfeld IRA, Brenda Scott, and Newspaper and Magazine Employees Union and Philadelphia Publishers Pension, filed a consolidated amended complaint (“Complaint”) seeking monetary relief against appellees, MICROS, its former directors, and Oracle, along with an Oracle subsidiary. In the first count, appellants alleged that MICROS’s directors “knowingly, recklessly, and/or in bad faith breached their fiduciary duties . . . including but not limited to, their fiduciary duties to maximize stockholder value and to disclose all information necessary for MICROS stockholders to make a fully informed decision whether or not to tender their shares.” In the second count, appellants alleged that MICROS, Oracle, and an Oracle subsidiary aided and abetted that breach of fiduciary duty.
On November 7, 2014, appellees filed a motion to dismiss, which appellants opposed. Following a motions hearing on April 20, 2015, the circuit court granted appellees’ motion, then entered an order on May 4, 2015, dismissing the Complaint with prejudice. Appellants filed a motion to alter or amend the circuit court’s decision, which the court denied on or about June 24, 2015. On July 20, 2015, appellants noted this appeal.
