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Litigation, Columns

May 03, 2018

Clouded Picture: Xerox CEO Resigns Following Decision by NY Court to Temporarily Halt Proposed Merger With Fujifilm

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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.

Read the full memo, Clouded Picture: Xerox CEO Resigns Following Decision by NY Court to Temporarily Halt Proposed Merger With Fujifilm.

Special thanks to Bradley Simon, associate in the New York Corporate Group, for his assistance with this article.

Authors and Contributors

George Casey

Partner

Mergers & Acquisitions

+1 212 848 8787

+1 212 848 8787

New York

Scott Petepiece

Partner

Mergers & Acquisitions

+1 212 848 8576

+1 212 848 8576

New York

Robert Katz

Partner

Mergers & Acquisitions

+1 212 848 8008

+1 212 848 8008

New York

Richard Fischetti

Partner

Mergers & Acquisitions

+1 212 848 5179

+1 212 848 5179

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Alan S. Goudiss

Partner

Litigation

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+1 212 848 4906

New York

K. Mallory Brennan

Partner

Litigation

+1 212 848 7657

+1 212 848 7657

New York