Alpenrose Dairy Votes to Sell Certain Assets to Smith Brothers Farms

On September 18, 2019, Stoll Berne attorneys Josh Ross and Lydia Anderson-Dana represented two directors of the Alpenrose Dairy businesses in a five day preliminary injunction hearing in Multnomah County Circuit Court. Stoll Berne’s clients, along with two other company directors, voted in favor of selling certain operating assets of the Dairy’s business to Smith Brothers Farms. On the eve of closing, a minority group of family members, representing an indirect ownership block of just under 2%, filed suit, claiming that a non-binding proposal they previously submitted was superior and that the board was required to sell the business to them.

At the conclusion of the five-day hearing aimed at halting the sale, the Court found that the plaintiff’s competing proposal was not objectively superior and that the board’s prior negotiating history with the plaintiffs supported the board’s reasonable and objective view that Smith Brothers was the better negotiating partner. The Court denied the plaintiffs’ request to halt the sale and also dismissed the lawsuit.

On October 10, 2019, an arbitration panel in a separate pending litigation matter rejected another attempt by the plaintiffs to halt the sale.


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