Austin, TX (Law Firm Newswire) April 26, 2011 - Breach of fiduciary duties and shareholder disputes take center stage in the class action lawsuit between a Frontier Oil Corporation shareholder and Frontier’s Board of Directors as it tries to merge with the Holly Corporation.
Frontier Oil Corporation and the Holly Corporation have signed a $7 billion agreement to merge to become one of the biggest U.S. oil refiners. Frontier’s shareholder Walter Ryan, Jr. alleges they would become minority shareholders in the new company and the deal is really a takeunder because Holly is buying Frontier for less than its market price.
The complaint slams the merger, alleging that, “Frontier’s shareholders will be permanently and incurably harmed if the proposed transaction is allowed to be consummated.” The dispute includes allegations of preclusive deal protection devices with a no-shop clause that prohibits Frontier from seeking alternative merger offers, an excessive termination fee of $80 million that Holly Corp. will charge if another offer arises, and selling Frontier at a low, unfair price.
As Ryan and apparently some other Frontier shareholders view the dispute, the directors of Frontier have a fiduciary duty to “obtain the highest value reasonably available for the corporation’s shareholders” as well as not to receive financial benefit or “preferential treatment at the expense of public shareholders.”
This lawsuit in the District Court of Harris County, Texas points to the fact that sometimes directors, partners, and shareholders need legal representation to ensure all parties will act reasonably and as promised.
“Whether it is a dispute over $7 billion or a few hundred thousand, businesses and partnerships do not always operate smoothly,” said Austin business lawyer Gregory D. Jordan. “Counsel must understand business partnerships and shareholder obligations. In a dispute such as this, it is critical to have legal counsel that will effectively and efficiently pursue your best interests. It will be very interesting to see whether the court finds those obligations were breached in this case.”
The Law Offices of Gregory D. Jordan has handled numerous disputes involving partnerships and shareholders. As an Austin shareholder attorney and Austin partnership attorney, Jordan has more than 20 years of experience with businesses in oil and gas production and exploration, medicine and dentistry, restaurants, wholesale products distribution, real estate and property development, sales and retail establishments, airplane sales and leasing, intellectual property licensing, franchises, software development and hardware, and a wealth of other business ventures.
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