PDF《Plaintiff,》

s Second Group'

s is subject to an approximately 2% penalty termination fee, approximately one-half of which is to be received personally by Crane. This payment is improper because, at the time the board agreed to sell EGL to Crane'

s Second Group, Apollo had nearly one week earlier offered $38 per share, the same price at which the board determined to sign a deal with Crane, and had also indicated a willingness to increase its bid, and Apollo in fact offered $40 per share promptly upon learning that the Company intended to sign a deal with Crane'

s Second Group, which the Company did without even contacting Apollo to inquire whether it would increase its bid. Accordingly, the board was in no position to grant any termination fee or similar deal protections to Crane'

s Second Group. 6. The directors of EGL, in considering a sale of the Company, owe a duty to structure the sale process in a manner reasonably calculated to result in the shareholders obtaining the best possible price and terms. They further owe a duty to provide a level playing

4 field to bona fide, financially capable bidders. In particular, the individual director de........