sounds a bit like the aoe takeover

... except nobody sued the directors.
Have the AOE directors breached their fiduciary duties to the shareholders?

Sybase Shareholder Sues to Block $5.8 Billion SAP Acquisition
By Karen Gullo

May 18 (Bloomberg) -- A Sybase Inc. shareholder sued to block SAP AGs proposed $5.8 billion acquisition of the software company, saying the price is too low and the terms are unfair to investors because they deter other potential bidders.

The offer of $65 a share is grossly inadequate because the value of Sybases common stock is materially in excess of the amount offered for those securities in the proposed acquisition given the companys prospects for future growth and earnings, shareholder Stephen Alberti said in a complaint filed yesterday in federal court in San Francisco.

Alberti accuses Sybase executives of breaching their fiduciary duty to shareholders by adopting measures to expedite the completion of the deal, fend off rival bids and keep their jobs after the merger. Alberti, a New York resident, seeks to represent other Sybase shareholders.

Walldorf, Germany-based SAP, the worlds biggest maker of business-management software, announced an agreement to acquire Sybase on May 12. The transaction is expected to close during the third quarter, SAP said in a statement then.

The deal would help SAP fend off competition from Oracle Corp. The $65 a share price was 56 percent higher than the companys closing price of $41.57 May 11, before the deal discussions became public.

Mark Wilson, a spokesman for Dublin, California-based Sybase, didnt immediately return a voice-mail seeking comment after regular business hours yesterday.

The case is Alberti v Sybase Inc., 10-02109, U.S. District Court, Northern District of California (San Francisco).