In Re Celera Corporation Shareholder Litigation. Bvf Partners L.p., Objector Below-Appellant v. New Orleans…

Summary

The court held that NOERS had standing to represent the shareholder class because it owned Celera stock when the merger terms were approved, even though it sold its shares before consummation. It upheld certification under Rules 23(b)(1) and 23(b)(2), but held that the Court of Chancery abused its discretion by denying BVF a discretionary opt-out right because the settlement primarily released monetary claims and due-process concerns outweighed the policy favoring a global settlement. The judgment was therefore affirmed in part, reversed in part, and remanded.