Plaintiffs bring this action for breach of fiduciary duty derivatively on behalf and for the benefit of nominal defendant TXU against the individual defendants, who are directors and senior officers of the Company as well as third-parties with whom they conspired or who aided and abetted their breaches of fiduciary duty.
This action arises out of the unlawful actions of the Director Defendants (as defined below), in conspiracy with or aided and abetted by the third parties, in undertaking a management-led leveraged buy-out of TXU to take the Company private at $69.25 cash per share by means of a merger (the “Merger”) among defendants TXU, Kohlberg Kravis Roberts & Co., a private equity investment firm, and Texas Pacific Group, a private equity firm and fund manager. The LBO is at a grossly inadequate and unfair price and was arrived at by an unfair and tainted process that was intended to provide valuable assets of TXU to defendants for unfair and inadequate consideration. Defendants have acted together, in concert, or in conspiracy to the detriment of the Company and in breach of the Director Defendants’ fiduciary duties to TXU.
After briefings, hearings and jury trial a settlement was reached on January 7, 2008.