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Court dismisses Dow Chemical shareholder''s suit

January 12, 2010
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Reuters reports that a Delaware court has dismissed a complaint by Dow Chemical shareholders that claimed the company''s board acted irresponsibly when it approved the buyout of rival Rohm And Haas last year. Dow first proposed buying Philadelphia-based Rohm in the summer of 2008 just before oil prices spiked and the economy tanked. It then tried to back away from the deal, claiming a recession was not the best time to combine two of the nation''s biggest chemical makers. At the same time, a Kuwait state-owned company had just backed out of a joint venture that was set to give Dow cash it needed to buy Rohm. Ultimately, Dow agreed to go through with the approximately $16 billion deal after Rohm filed a lawsuit. In buying Rohm, though, Dow took on billions in debt, nearly lost its investment-grade credit rating, was forced to shed several assets and cut thousands of jobs. Several shareholders claimed that the board breached its financial duties by approving the deal, misrepresented how the collapsed Kuwait deal would affect the Rohm buyout, and failed to prevent alleged "bribery, misrepresentation, insider trading and wasteful compensation." In dismissing the suit, the Delaware Court held that the shareholders did not provide enough evidence to back up those claims, and dismissed an assertion that Dow Chief Executive Andrew Liveris has de facto control of the board. Additionally, the court found that the shareholders did not show that the process to reach the deal was flawed.
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