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GrafTech directors win dismissal of claims challenging share buyback transaction with its controlling stockholder

January 2022

Client(s) GrafTech International Ltd.

Jones Day successfully defended directors of GrafTech International, Ltd. in shareholder derivative litigation challenging GrafTech's $250 million buyback of stock from its then-controlling stockholder. The plaintiff alleged that the transaction was not entirely fair to the company and also challenged the appointment of an independent director in the time after the stockholder submitted a 220 demand for books and records and before he filed suit. Jones Day moved to dismiss the complaint, and the court granted the motion in full. The court rejected the challenge to the appointment of the new director and concluded that the plaintiff had failed to plead demand futility.

Simons v. Brookfield Asset Management Inc., et al., C.A. No. 2020-0841-KSJM, 2022 WL 223464 (Del. Ch. Jan. 21, 2022)

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