Mercier v. Inter-Tel (Delaware), Inc.

Inter-Tel (defendant) agreed to merge with Mitel Networks, and a special shareholder meeting was set to approve the deal. Major shareholders opposed the merger, and Mitel wouldn't raise its offer. Before the vote, Inter-Tel's board knew the merger would likely be voted down, but believed the merger was genuinely in shareholders' best interests, and the market for mergers had recently softened. The board postponed the meeting 30 days so shareholders could see updated company performance data and reconsider in light of the weak M&A market; shareholders then approved the merger. Vernon Mercier (plaintiff), a dissenting shareholder, sought a preliminary injunction to stop the closing and force a new vote, arguing the board acted under the strict Blasius standard because it delayed the vote specifically to prevent shareholders from blocking the deal; the board argued it wasn't entrenching itself and deserved ordinary business-judgment deference.