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Office Depot’s top investor sues it for not holding a shareholder meeting

On the eve of the company’s proposed merger with Office Max, Starboard Value LP says it must elect directors

On the eve of Office Depot Inc.’s proposed merger with little brother Office Max Inc., Office Depot’s top investor sued it for not holding its annual shareholder meeting.

Starboard Value LP sued the office supply retailer on Thursday in Delaware’s Court of Chancery, accusing it of not holding a shareholder meeting for 13 months. The investor is presumably miffed because it claims Office Depot needs to restructure its board, whether or not the merger goes forward, and it has nominated six potential members for the 10-member board, including Robert Nardelli, the former CEO of Home Depot.

The marriage of the office supply stores is awaiting regulatory approval—it’s a $937.2 million all-stock deal. While the companies are waiting, they plan to have separate special shareholder meetings on July 10. However, Starboard says it does not expect Office Depot to elect directors at this meeting, and so it was forced to file this lawsuit.

"The proposed merger provides no basis for the company to deprive stockholders of their right to meet annually to elect directors," Starboard’s complaint reads.

Read more at Thomson Reuters.


For more InsideCounsel coverage of mergers, see below:

Merger challenges were up in 2012 fiscal year

Anheuser-Busch, DOJ reach agreement over Grupo Modelo acquisition

Cheat Sheet: What GCs need to know about government merger enforcement trends

“E-Merging”: Mergers and acquisitions in today’s era of big data

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