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Judge OKs Settlement In Temple-Inland Shareholder Suit

December 17, 2012

Judge OKs Settlement In Temple-Inland Shareholder Suit

By Jamie Santo

Law360, Wilmington (December 17, 2012, 9:11 PM ET) -- A Delaware judge on Monday approved a settlement between Temple-Inland Inc. investors and directors, putting to rest claims stemming from International Paper Co.'s initially contentious takeover offer, which after sweetening eventually paid shareholders as much as $3.7 billion.

Vice Chancellor Donald F. Parsons Jr. signed off on the pact, which provides for full releases for the Temple-Inland's board and associated parties in exchange for two rounds of additional disclosures provided before the December 2011 shareholder vote on the deal.

The vice chancellor also endorsed an award of $750,000 in fees to the plaintiffs attorneys, finding the requested sum “reasonable” in the light of the result achieved for the investors.

Shareholders Tammy Raul and Alan Kahn brought separate suits in July 2011 accusing Temple-Inland directors of refusing to negotiate and adopting a poison-pill measure after rebuffing International Paper's $30.60-per-share offer in June 2011.

The claims of those suits, consolidated that August, were moot the following month after Temple-Inland and International Paper announced a negotiated deal that would see shareholders collect $32 per share. Investor George Buxton then filed suit demanding more information on the deal, and the further consolidated action eventually led to two rounds of financial disclosures.

The additional information, provided in a November 2011 proxy statement and a supplemental filing with the U.S. Securities and Exchange Commission, included Temple-Inland's financial projections for 2011 to 2015, information regarding the board's consideration of both strategic and financial buyers for the company and the methodology behind its acceptance of the $32-per-share deal, plaintiffs attorney Juan E. Monteverde told the court.

The information presented as a result of the settlement resulted in shareholders seeing a model of  “what we think a disclosure document should look like,” Monteverde said.

The agreement, notice of which was widely disseminated, received no objections, he said.

Counsel for the defendants, who admit no wrongdoing under the settlement, consented to the deal and presented no argument for or against it in court.

The court used its business judgment in approving the fees, said Vice Chancellor Parsons, who noted that material disclosures can result in the award of attorneys fees even in settlements with no financial component.

While the information alone likely justified an award between $500,000 and $600,000, he said, the full award was reasonable when considered with the added compensation provided to shareholders, which came in “somewhere north of $150 million.”

Though the entrenchment claims against the Temple-Inland board had been made moot by the acceptance of the renegotiated offer, he said, the claims were meritorious when filed and the defense had not contested that there was a “causal link” between the initial suit and the directors' entering into a new deal.

The buyout had a total value of approximately $4.3 billion, according to court documents, as International Paper took on some $600 million in Temple-Inland debt.

Following the deal's close in February, International Paper sold three mills for $470 million to defuse antitrust concerns, and last Thursday agreed to sell off Temple-Inland's building products manufacturing unit to Georgia-Pacific LLC in a $750 million all-cash transaction.

Shareholders are represented by Juan E. Monteverde and James P. McEvilly III of Faruqi & Faruqi LLP, Donald J. Enright of Levi & Korsinsky LLP and Jennifer Sarnelli of Gardy & Notis LLP.

Temple-Inland and its board are represented by Martin S. Lessner of Young Conaway Stargatt & Taylor LLP and William D. Savitt of Wachtell Lipton Rosen & Katz.

International Paper is represented by Daniel A. Dreisbach of Richards Layton & Finger PA and Gary W. Kubek of Debevoise & Plimpton LLP.

The consolidated case is In re: Temple-Inland Inc. Shareholders Litigation, case number 6702, in the Delaware Court of Chancery.

--Additional reporting by Lisa Uhlman and Pete Brush. Editing by Richard McVay.

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