NII Holdings obtains full dismissal of shareholder class action lawsuit

Client(s) NII Holdings, Inc.

Jones Day won a dismissal with prejudice for NII Holdings, Inc. and its directors in a shareholder class action arising out of the $905 million sale of NII Holdings' sole asset, Nextel Brazil, and its subsequent dissolution. The plaintiff, a shareholder of NII Holdings, alleged that the board breached its fiduciary duties in approving the sale and dissolution and that certain material information was omitted from the relevant proxy statement.

On May 13, 2020, Jones Day obtained dismissal of the complaint in its entirety. The court held that the board's determinations were protected by the business judgment rule because the plaintiff failed to allege any material disclosure violations, and the transactions were approved by a fully informed, uncoerced, and disinterested stockholder vote. The court also held that the complaint failed to state a claim even if heightened scrutiny of the board's actions were warranted.

Nayman v. Beebe, et al., No. 2019-0525 (Del. Ch.)