The Delaware Supreme Court recently ruled in In Re Celera Corp. Shareholder Litigation that a major shareholder can opt out of a class action settlement to pursue a separate legal action related to a faulty M&A deal. The Delaware high court overruled the Delaware Chancery Court's earlier ruling denying a shareholder the right to opt out of the class settlement.

M. Norman Goldberger, Practice Leader of Ballard Spahr's Securities Litigation Group, said that a major investor trying to opt out of an M&A litigation case is highly unusual and “the first [he's] seen in many, many years.” As a result of the recent decision, shareholders can only opt out when they have “very strong facts,” said Mr. Goldberger.

Mr. Goldberger added, “You may see more challenges and attempts to opt out, but I'm guessing they won't be successful, because you won't have the unique set of facts and circumstances that you have in Celera.”

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