Schering-Plough and Merck are offering to settle numerous shareholder lawsuits. As part of the agreement, the companies won’t admit to any wrongdoing.
At issue, is whether Schering-Plough’s executives upheld their fiduciary duties to shareholders. Schering only pursued one other offer and Schering-Plough executives quickly entered into exclusive negotiations with Merck, negotiations that carried large financial payoffs for investment banks and carried a penalty clause that hampered Schering from pursuing other options.
In March, Merck offered to buy Schering-Plough for $41.1 billion. However, shareholders for both companies are scheduled to vote on the acquisition on August 7.
