In CNX Gas v. CONSOL Energy, CVN webcast the CNX minority shareholders' challenge to CONSOL Energy's attempt to acquire the remaining shares of CNX (16.7% @ $38.25 per share) that it did not already own.
CONSOL already held a controlling interesting in CNX gas. Investor T. Rowe Price was CONSOL's third-largest shareholder, and also held shares in CNX.
According to the plaintiffs, CONSOL's negotiation with T. Rowe Price resulted in a too-low tender because T. Rowe Price was sufficiently hedged on the buy-side that it was inadequately concerned with price.
According to the Wachtel Lipton's Paul Rowe, there was no scheme to cap the price, and the price was not an issue because the controlling shareholder made a non-coercive offer with full disclosure. In any case, there was ample evidence that T. Rowe Price had adequately represented the interests of the CNX Gas shareholders.
An injunction was not warranted, according to Skadden Arps' Robert Saunders, regardless of the likely result on the merits, because the plaintiffs had failed to show a risk of irreparable harm -- money damages after a trial on entire fairness could adequately address any harm. Further, the balance of equities could not favor the minority shareholders' thwarting a premium offer that was the only offer on the table.