In Re Match Group, Inc. Derivative Litigation

2024 Del. Ch. LEXIS 335 (2024)

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Nature of the Case

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Facts

Ps contend Diller (D) owed fiduciary duties as Old Match's ultimate controller because he controlled Old IAC and Old IAC controlled Old Match. Diller (D) and his family owned 42.9% of Old IAC's voting power, primarily through their sole ownership of Old IAC's high-vote Class B common stock. Diller (D) was Old IAC's CEO from 1995 to 2010 and has since served as chairman and senior executive. Diller (D) gave interviews about Old IAC's strategy, exerted control over Old IAC's operations, and held the power to influence corporate actions requiring stockholder approval. As of 2015, Old IAC held 98.2% of Old Match's voting power. Ps allege that Diller (D) has used IAC's voting control to fill' Old Match's ten-member board 'with current and former IAC executives and loyalists. Ps also brought breach of fiduciary duty claims against Levin, Schiffman, Stein, Winiarski, and Spoon in their own right as Old Match directors. Ps pled that the Old Match board adopted resolutions approving the Separation at a meeting on December 18, 2019. Ds moved to dismiss.