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Law Offices of Jonathan M. Cooper

Investigation of Possible Breach of Fiduciary Duty by Taleo Board


Posted on Jan 01, 2016

An investigation has recently been launched into the sale of Taleo Corporation to the Oracle Corporation. The investigation will seek to discover if the Taleo Corporation Board of Directors were involved in a breach of fiduciary duty to their stockholders. 

A breach of fiduciary duty occurs when one party (in this case, the stockholders) puts its faith in another party (Taleo Corporation) to act in its best interest. A contract is not necessary to establish a fiduciary relationship between two business partners. By purchasing stock in the Taleo Corporation, stockholders count on the board to maximize their potential earnings and stock value. It may be possible that the Board of Directors for Taleo did not properly shop the competition before agreeing to sell the company to the Oracle Corporation in an all-cash deal set at $1.9 billion, leaving each share of stock worth $46. 

If the Board of Directors had shopped around for more potential buyers and worked harder at securing a better price, some analysts believe that shares could have been as high as $49. The three dollars might not seem like a lot per share, but the money surely adds up after dozens, hundreds, or thousands of shares are purchased. 

Questions regarding this case and it potential impact on the stockholders can be directed to The Law Offices of Jonathan M. Cooper. Their experienced New York business lawyers are available to help you with your New York breach of fiduciary duty questions. Their free book, When You Don’t Have a Written Agreement, is available to order online. 

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