27 Apr 2018 Cases

Compass Lexecon Client Sprint Corporation Favorable Ruling Affirmed by Delaware Supreme Court

2 minute read


Compass Lexecon Senior Consultant Professor Bradford Cornell Successfully Testified at Trial in Delaware Chancery Court

On April 23, 2018, the Delaware Supreme Court affirmed, in a one sentence opinion, Vice Chancellor Laster's ruling in ACP Master, Ltd. v. Sprint Corp. This case involved a combined breach of fiduciary duty claim and appraisal action resulting from Sprint Corporation's $3.6 billion acquisition of Clearwire Corporation in July 2013. Clearwire shareholders who voted in favor of the acquisition received $5.00 per share. A large shareholder claimed the acquisition resulted from breaches of fiduciary duty by Sprint, aided and abetted by Softbank, a Japanese telecommunications company that invested $21.6 billion in Sprint the day after the Sprint-Clearwire acquisition closed. The shareholder also filed an appraisal action and claimed that the merger consideration was inadequate. At trial, plaintiffs and their experts claimed that the fair value of Clearwire was actually $16.08 per share. Compass Lexecon Senior Consultant Professor Bradford Cornell, by contrast, testified that the standalone fair value of Clearwire was $2.13 per share.

In July 2017, Vice Chancellor Laster determined the Sprint-Clearwire merger was entirely fair, found in Sprint's favor on the claim for breach of fiduciary duty, and found in Softbank's favor on the claim for aiding and abetting. Vice Chancellor Laster agreed with Professor Cornell's and defendant's conclusion that the standalone fair value of Clearwire was $2.13 per share and wrote, "[t]he court adopts Cornell's DCF valuation in full."

Professor Cornell was supported by a team at Compass Lexecon that included Kevin Dages, Jennifer Milliron, John Haut, Tim McAnally and Ed Crane. We worked with Robert S. Saunders, Jennifer C. Voss, Ronald N. Brown, III and Arthur R. Bookout of Skadden, Arps, Slate, Meagher & Flom LLP and Erik J. Olson, James P. Bennett, James E. Hough and James J. Beha II of Morrison & Foerster LLP.

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