May 03, 2018
On Friday, April 27, 2018, New York State Supreme Court Judge Barry R. Ostrager granted a preliminary injunction which blocked Xerox Corporation’s (“Xerox”) potential transaction with Fujifilm Holdings Corporation (“Fuji”) based on breaches of fiduciary duties. If consummated, the $6.1 billion transaction would have resulted in Fuji merging into U.S.-based Xerox, with Fuji owning 50.1% of the new Xerox entity. In the days following Judge Ostrager’s decision, Xerox reached an agreement with activist investors Carl Icahn and Darwin Deason to remove CEO Jeff Jacobson and six other board members from their positions, effectively ceding control of the company to Icahn and Deason. Icahn and Deason have since placed new directors on the board. These new directors will meet to reevaluate Xerox’s relationship with Fuji. Fuji has indicated that it will appeal the ruling and that it believes Xerox’s new board has an obligation to perform under the existing agreement.
Special thanks to Bradley Simon, associate in the New York Corporate Group, for his assistance with this article.