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IN RE LEAR CORP. SHAREHOLDER LITIGATION

C.A. No. 2728-VCS.

967 A.2d 640 (2008)

In re LEAR CORPORATION SHAREHOLDER LITIGATION.

Court of Chancery of Delaware.

Decided: September 2, 2008.

Attorney(s) appearing for the Case

Seth D. Rigrodsky, Esquire, Brian D. Long, Esquire, David R. Lurie, Esquire, Rigrodsky & Long, P.A., Wilmington, Delaware; Ann K. Ritter, Esquire, Motley Rice LLC, Mount Pleasant, South Carolina, Co-Chairs of Plaintiffs' Executive Committee.

Kevin G. Abrams, Esquire, T. Brad Davey, Esquire, Abrams & Laster LLP, Wilmington, Delaware, Attorneys for the Lear Defendants.

Matthias A. Lydon, Esquire, Norman K. Beck, Winston & Strawn LLP, Chicago, Illinois, Attorneys for Lear Corporation.

Kenneth J. Nachbar, Esquire, Jay N. Moffitt, Esquire, William E. Green, Jr., Morris, Nichols, Arsht & Tunnell LLP, Attorneys for Defendants American Real Estate Partners, L.P., AREP Car Holdings Corp., AREP Car Acquisition Corp. and Vincent J. Intrieri.

OPINION

STRINE, Vice Chancellor.

I. Introduction

In this case, stockholder plaintiffs seek to hold the board of Lear Corporation ("Lear" or "the company") responsible in damages for agreeing to pay a bidder a termination fee payable upon a no vote on a merger in exchange for that bidder increasing its bid from the original merger agreement by $1.25 per share ("the Merger"). The bidder did not face competition from a rival bidder; in fact...

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