Shareholder Challenge to CPV Sale Dismissed

Skadden secured a complete dismissal of fiduciary duty claims brought in the Delaware Court of Chancery against Cementos Portland Valderrivas, S.A., Uniland S.A. and certain of their directors and officers in connection with a $279 million purchase and sale of Giant Cement Holding, Inc. The plaintiff – a minority shareholder of Uniland, a Spanish company – sought to challenge the transaction on the grounds that a Delaware acquisition subsidiary was used in the deal. On August 5, Vice Chancellor John W. Noble dismissed the case, holding that despite Uniland’s use of a Delaware acquisition subsidiary, the plaintiff claimed its rights as a minority shareholder under Spanish law and “does not have standing to raise those claims based on the Court’s review of Spanish law.”