In re Xerox Corp. Consolidated Shareholder Litigation


After the judge ruled in favor of a temporary injunction in the $6 billion merger injunction case, Xerox announced it would not pursue the deal and settled with shareholders.

Retained by King & Spalding

Shareholders sought to obtain a temporary injunction of Xerox’s proposed $6 billion deal with Fujifilm, alleging breach of fiduciary duty by Xerox’s CEO and board. Counsel for Darwin Deason, one of Xerox’s largest shareholders, retained Cornerstone Research, Jonathan F. Foster, an investment banking expert, Guhan Subramanian of Harvard Business School and Harvard Law School, and Professor Stephen Choi of New York University.

Two weeks after the judge’s order, Xerox announced that it would no longer pursue the deal.

In this case, Mr. Foster opined on the deal process and deal premium. Professor Subramanian analyzed the deal protective effect of commercial agreements between the parties. Professor Choi analyzed the market reactions to the merger.

The judge granted three motions for a preliminary injunction in the case, including a separate action about Xerox’s advance notice bylaw provision. Two weeks after the judge’s order, Xerox announced that it would no longer pursue the deal with Fujifilm and it had come to a settlement agreement with the shareholders.

For more information on this case, contact Lori BensonOlga Koumrian, or Yan Cao.

Case Experts

Stephen Choi

Bernard Petrie Professor of Law and Business,
School of Law;
Director, Pollack Center for Law & Business;
New York University

Guhan Subramanian

Joseph H. Flom Professor of Law and Business,
Harvard Law School;
H. Douglas Weaver Professor of Business Law,
Harvard Business School,
Harvard University