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Shareholder Attorneys Win $31.4M in Attorney Fees in GCI Liberty Merger Deal

November 9, 2021 | Posted in : Fee Award

A recent Reuters story by Sierra Jackson, “Shareholder Attorney Fees in GCI Liberty Merger Row Rise to $31.4 mln,” reports that a Delaware judge has awarded shareholder attorneys in a suit challenging GCI Liberty Inc and Liberty Broadband Corp’s merger an additional $9.35 million in fees.  Vice Chancellor Sam Glasscock III of the Delaware Chancery Court awarded four firms including Bernstein Litowitz Berger & Grossmann and Kessler Topaz Meltzer & Check the money for negotiating an agreement that decreased top executives' voting power in the post-merger company.

GCI Liberty and Liberty Broadband, which both own stakes in cable operators, announced in August 2020 that they had agreed to merge in a roughly $8.7 billion deal.  A GCI Liberty shareholder sued in October 2020, alleging that GCI Liberty board chair John Malone and CEO Gregory Maffei had pushed for an unfair transaction to increase their voting stakes.

The GCI Liberty board has denied wrongdoing.  Glasscock approved a $110 million settlement and $22 million in attorney fees in October.  The firms had argued they were owed an additional $22 million for working on the deal, according to the opinion.

In awarding a lower amount, Glasscock said stockholders’ voting power in the company "was certainly improved, but not so dramatically as to invite an award of fees well exceeding the precedential ranges."  Attorneys for the shareholders did not immediate respond to request for comments.  Neither did the Skadden, Arps, Slate, Meagher & Flom and Baker Botts attorneys representing Malone and Maffei.

The case is Hollywood Firefighters' Pension Fund v. GCI Liberty Inc, Delaware Court of Chancery, No. 2020-0880.