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Posted by: Barry Kolar on Jun 30, 2017

Court: TN Court of Appeals

Attorneys 1:

Greg Oakley, Nashville, Tennessee, and James D. Shields and Bart Higgins, Addison, Texas, for the appellant, Black Oak Investments, LLC.

Attorneys 2:

Britt K. Latham and Jamie L. Brown, Nashville, Tennessee, and James P. Smith III and John E. Schreiber, New York, New York, for the appellees, Pacer International, Inc., Daniel W. Avramovich, Dennis A. Chantland, J. Douglass Coates, P. Michael Giftos, Robert J. Grassi, Robert D. Lake, and Robert F. Starzel.

L. Webb Campbell II and John L. Farringer IV, Nashville, Tennessee, and Rachelle Silverberg and A. J. Martinez, New York, New York, for the appellees, Acquisition Sub, Inc., and XPO Logistics, Inc.

Judge(s): McBRAYER

In this class action, stockholders sued to prevent a proposed merger alleging that the company’s board of directors had breached their fiduciary duty. After expedited discovery, the stockholders agreed to settle in consideration for disclosure of additional information that could affect approval of the merger. The court preliminarily approved the proposed settlement and ordered the company to notify all potential class members of the proposal. Only one class member objected to the proposed settlement. After a fairness hearing, the chancery court approved the settlement and denied the objector’s request for access to discovery materials obtained during the litigation. The objector appeals, arguing that the chancery court erred in denying it access to discovery and in approving the proposed settlement. Upon review, we conclude that the chancery court did not abuse its discretion. Accordingly, we affirm.