Larry Ellison cleared of forcing Oracle to overpay for NetSuite
that minority shareholders can be deemed controllers"if they have control of the corporate machinery … even without the ability to oust the directors." Furthermore, Glasscock said,"Ellison is a force at Oracle, no doubt; he is the main creative party and a face of the company."
Despite his apparent ability to influence the decision, Glasscock said Ellison didn't do so, and even took steps to ensure no influence was wielded. Deciding in favor of the plaintiffs in that case, he said, simply wouldn't be fair. "The concept that an individual — without voting control of an entity, who does not generally control the entity, and who absents himself from a conflicted transaction — is subject to entire fairness review as a fiduciary solely because he is a respected figure with a potential to assert influence over the directors, is not Delaware law, as I understand it," Glasscock said.
The original court filing also argued that Ellison, co-defendant Oracle co-CEO Safra Catz, and directors who served on the negotiating committee all had conflicts of interest since they had worked closely with Ellison and would be removed from their positions if the deal hadn't gone through. Catz was found by the courts to have done nothing wrong, either, by the way.
"Today's decision constitutes a complete vindication of Mr Ellison and Ms Catz, each of whom has been subject to these baseless claims for seven years," said an attorney for the pair. ®
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