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Kevin Brady of Eckert
Seamans discusses In Re Celera Corporation Shareholder Litigation, C.A., No. 6304-VCP (Del. Ch. March 23,
2012), recently decided by
the Delaware Court of Chancery . In this case, the putative lead
plaintiff in a class action, New Orleans Employees' Retirement System
("NOERS"), brought an action accusing various defendants of breaching their
fiduciary duties in connection with the acquisition of Celera Corp. by Quest
Diagnostics Inc. After NOERS was certified as the class representative, Celera's
largest shareholder objected to NOERS' representative status, contending that
it was susceptible to a unique defense atypical of the class. The basis of
the objection was the fact that NOERS had sold its shares at a premium in the
secondary market, which the objecting party contended constituted an acquiescence in Quest
Diagnostics' wrongful conduct.
The case is discussed in detail on the Delaware Corporate & Commercial
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