In re The Topps Company Shareholders Litigation

As Topps's (defendant) performance faltered, its board negotiated a $9.75-per-share merger with Michael Eisner, who privately assured he'd keep Topps's chairman and management in place, and secured a 40-day shopping period during which only Topps's competitor, Upper Deck (plaintiff), expressed serious interest, ultimately offering $10.75 per share (initially with financing conditions, later without) — a bid Topps chose not to seriously pursue or designate as an "Excluded Party" allowing continued negotiation. Topps also required Upper Deck to sign a Standstill Agreement barring it from engaging directly with Topps shareholders, and its shareholder communications inaccurately downplayed the seriousness of Upper Deck's offers while omitting Eisner's management-retention promise; shareholders and Upper Deck sued and sought a preliminary injunction against the shareholder vote on the Eisner merger.