C & J Energy Services, Inc., Joshua E. Comstock, Randall C. McMullen, Darren M. Friedman, Adrianna Ma, Michael…

Summary

The Supreme Court of Delaware reversed the Court of Chancery’s preliminary injunction barring the stockholder vote on C & J’s merger with Nabors’ subsidiary. The court held that the plaintiffs had not shown a reasonable probability of success because the board was not required to conduct an active auction where it negotiated a strategically beneficial transaction, preserved a viable post-signing market check, and gave stockholders a fully informed, uncoerced vote. The court also held that the mandatory injunction was procedurally improper because it was entered on disputed facts and altered Nabors’ contractual rights without findings supporting liability against Nabors. No separate opinions were submitted.