In Re MeadWestvaco Stockholders Litigation

MEMORANDUM OPINION

BOUCHARD, C.

In this action, stockholders of Mead-Westvaco Corporation seek damages relating to a strategic stock-for-stock merger of equals between MeadWestvaco and Rock-Tenn Company that closed in July 2015. The transaction was the product of on-again, off-again negotiations that occurred over a period of about nine months, and yielded a 9.1% premium for MeadWestva-co’s stockholders. Eight of the nine Mead-Westvaco directors who approved the merger were outside directors whose independence and disinterestedness are unquestioned. Five months elapsed between the signing of…