Teamsters Union 25 Health Services & Insurance Plan v. Gavin Baiera

OPINION

BOUCHARD, C.

I. INTRODUCTION

In this action, a stockholder of Orbitz Worldwide, Inc. (“Orbitz” or the “Company”) challenges the fairness of the terms of a five-year services agreement (the “New Agreement”) the Company entered into in February 2014 with a group of entities affiliated with Travelport Limited (as defined below, “Travelport”). Plaintiff alleges that Travelport owned approximately 48% of Orbitz and thus controlled the Company when it negotiated and signed the New Agreement.

Plaintiff has 1 asserted four derivative claims challenging the New Agreement. Its two primary claims…