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Related Party Mergers: 10 Founder Deals and Court Verdicts

Southern Peru's minority holders won about $2 billion in Delaware even though a special committee had approved the deal, while Musk's SolarCity purchase was cleared as 'entirely fair'.

No. 1: Tesla–SolarCity (2016)
10 places
Current as of October 21, 2026, 13:15 EDT

01Final list

The leading AIs built their own top-ten lists independently. Above is one combined result that is easy to check: every place has a reason, the AIs that included it and, where the AIs gave one, a source.

Order: from most to least AI agreement.

A bright badge means this AI put the entry on its list. A dim badge means it did not.

1
Tesla–SolarCity (2016)
A $2.6B deal Delaware called 'entirely fair' but 'far from perfect'. Tesla's other directors settled for $60M. The 85% yes was of votes cast, not clearly of independent holders.
Included it: Claude, Gemini, DeepSeek. Did not include: Meta, Nova, Wenxin.
In their lists: Claude: 8 · Gemini: 3 · DeepSeek: 1
What each AI noted 3
- Claudeplace 8
  A judge found the deal 'entirely fair' while criticising the board's process, and the Delaware Supreme Court affirmed.
  Source ↗
- Geminiplace 3
  Elon Musk held 22% of both and chaired both; ISS labeled it a conflicted bailout, yet 85% of unaffiliated Tesla shares approved, and Delaware Chancery ruled it entirely fair.
  Source ↗
- DeepSeekplace 1
  $2.6B for a near-insolvent sister company: 85% of unaffiliated shares voted yes, but the court still called the process “far from perfect.”
  Source ↗
3 AIs put it here
Source ↗
2
Dell Technologies–Class V (VMware tracking stock, 2018)
A $23.9B buyout that 61% of unaffiliated holders approved only after a sweetener. Holders still won a $1B settlement, a record before trial for a Delaware fiduciary case.
Included it: Claude, Gemini. Did not include: Meta, Nova, DeepSeek, Wenxin.
In their lists: Claude: 2 · Gemini: 1
What each AI noted 2
- Claudeplace 2
  Holders sought $10.7B and got a $1B cash settlement, the largest ever recovered before judgment in a Delaware fiduciary case.
  Source ↗
- Geminiplace 1
  Michael Dell and Silver Lake sweetened their buyout by $5 billion and boosted cash to $14 billion after Carl Icahn and ISS led a revolt of unaffiliated holders.
  Source ↗
2 AIs put it here
Source ↗
3
Viacom–CBS (2019)
About $30B combined. CBS minority holders got no vote, because NAI approved by written consent. Two suits recovered $122.5M plus $165.5M–$167.5M; sources differ on the second figure.
Included it: Claude, DeepSeek. Did not include: Meta, Gemini, Nova, Wenxin.
In their lists: Claude: 3 · DeepSeek: 2
What each AI noted 2
- Claudeplace 3
  Two separate minority suits over the Redstone-controlled merger settled for $122.5M and $167.5M.
  Source ↗
- DeepSeekplace 2
  $30B controlled transaction, and CBS minority holders got no vote at all: NAI approved by written consent; the settlements reached about $288M.
  Source ↗
2 AIs put it here
Source ↗
More about the top three ↓
4
Samsung C&T–Cheil Industries (2015)
The $8B merger passed with 69.53%, barely above the two-thirds needed, after ISS and Glass Lewis advised against it. Korean courts upheld it, and Lee Jae-yong was acquitted in 2025.
Included it: Claude, DeepSeek. Did not include: Meta, Gemini, Nova, Wenxin.
In their lists: Claude: 5 · DeepSeek: 3
What each AI noted 2
- Claudeplace 5
  ISS and Glass Lewis both said vote no, Korean courts rejected Elliott's challenge, and the pension fund's yes vote later became a political scandal.
  Source ↗
- DeepSeekplace 3
  $8B merger approved with 69.53% — just above the two-thirds threshold — after ISS recommended against and Elliott voted no.
  Source ↗
2 AIs put it here
Source ↗
5
Oracle–NetSuite (2016)
A $9.3B tender offer for a company Ellison also owned a large stake in. Delaware's Supreme Court cleared him in 2025. A claimed $17.5M settlement conflicts with that defense win.
Included it: Claude, Gemini. Did not include: Meta, Nova, DeepSeek, Wenxin.
In their lists: Claude: 9 · Gemini: 4
What each AI noted 2
- Claudeplace 9
  A $9.3B tender for a company Larry Ellison also owned a large stake in was upheld by Delaware's highest court in 2025.
  Source ↗
- Geminiplace 4
  Larry Ellison owned 41% of NetSuite; major investor T. Rowe Price boycotted the tender, forcing Ellison to wait until 53% of independent shares surrendered.
  Source ↗
2 AIs put it here
Source ↗
6
CK Hutchison–Power Assets (2015)
Nothing was paid because minority holders killed the deal. 49.23% voted against the $12.4B Li family merger, which needed 75%, after ISS and Glass Lewis advised against.
Included it: DeepSeek. Did not include: Claude, Meta, Gemini, Nova, Wenxin.
In their lists: DeepSeek: 7
What each AI noted 1
- DeepSeekplace 7
  $12.4B related-party merger rejected by minority holders: 49.23% voted against, and both ISS and Glass Lewis recommended no.
1 AIs put it here
no source given
7
Southern Peru Copper–Minera México (Grupo México, 2005)
A special committee approved it, yet Delaware found both price and process unfair. The award was a $1.263B overpayment, about $2B with interest, affirmed in 2012: the biggest bill here.
Included it: Claude. Did not include: Meta, Gemini, Nova, DeepSeek, Wenxin.
In their lists: Claude: 1
What each AI noted 1
- Claudeplace 1
  The Delaware Supreme Court upheld a judgment of about $2B, even though an independent special committee had negotiated for the minority.
  Source ↗
1 AIs put it here
Source ↗
8
News Corp–Shine Group (2011)
Murdoch's News Corp paid $675M for his daughter's TV production company. Shareholder suits forced a $139M settlement paid back to the company (one source).
Included it: Gemini. Did not include: Claude, Meta, Nova, DeepSeek, Wenxin.
In their lists: Gemini: 10
What each AI noted 1
- Geminiplace 10
  Rupert Murdoch paid $675 million for his daughter Elisabeth's TV production business, igniting a shareholder rebellion that forced a $139 million settlement.
  Source ↗
1 AIs put it here
Source ↗
9
MSG Networks–Madison Square Garden Entertainment (2021)
The Dolan family sat on both sides of an all-stock merger. Settlements of $85M and $48.5M were approved in 2023; the deal size and independent vote were not found.
Included it: Claude. Did not include: Meta, Gemini, Nova, DeepSeek, Wenxin.
In their lists: Claude: 4
What each AI noted 1
- Claudeplace 4
  A Dolan-controlled all-stock merger drew an $85M payment to MSGE and a $48.5M second settlement, approved as 'fair and reasonable' in 2023.
  Source ↗
1 AIs put it here
Source ↗
10
Pilgrim's Pride–Moy Park (JBS, 2017)
Pilgrim's paid its controlling shareholder JBS $1.3B for Moy Park without a public vote. Delaware applied entire fairness and the suit settled for $42.5M (one source).
Included it: Gemini. Did not include: Claude, Meta, Nova, DeepSeek, Wenxin.
In their lists: Gemini: 9
What each AI noted 1
- Geminiplace 9
  Pilgrim's paid sister company JBS $1.3 billion for a UK poultry firm; Delaware Chancery exposed it as an emergency cash pipe to pay JBS corruption penalties.
  Source ↗
1 AIs put it here
Source ↗

02More about the top three

The ranking is above. Here is more about the three places at the top: what they are, why they are here, and what is worth knowing.

The three are not like for like: Tesla's $60M was a settlement by other directors and the court cleared the deal, Dell's $1B was one settlement, and Viacom–CBS was two settlements. Different parties received the money, and the sources differ on the second Viac

1Tesla–SolarCity (2016)

No. 1 — Tesla–SolarCity (2016). On the lists of 3 of 6 AIs; median place there: 3. The court cleared the deal as 'entirely fair' but criticised the process, and only the other directors paid $60M.

What it is: Tesla bought Musk's related company SolarCity for $2.6B in 2016.
Its edge: It is the only one where a court found the price fair after a trial.
Who should know: Useful for anyone who wants to see how a shareholder vote helped a conflicted deal survive.

Money insiders paid$60M settled; ruled fair

Wikipedia · Wikidata

Why it is here

Elon Musk owned 22% of both Tesla and SolarCity. 85% of Tesla's shareholders still voted yes, though the law did not require a vote. The court called that vote a major factor in finding the deal fair.
Source ↗
Shareholders settled with every defendant except Musk for $60 million. Musk went to trial and won, so the biggest figure here is a settlement with the other defendants, not a payout by Musk.
Source ↗

Video: 2016, in 5 minutes · Vox

Compare the top three ↓

2Dell Technologies–Class V (VMware tracking stock, 2018)

No. 2 — Dell Technologies–Class V (VMware tracking stock, 2018). On the lists of 2 of 6 AIs; median place there: 1.5. Holders won $1B before trial, a record for a Delaware fiduciary case, after a revolt forced a sweeter offer.

Did you know

Investors said the Class V stock was worth $10.7 billion more than they were paid. The $1 billion settlement was the biggest in any U.S. state court. All 16 larger class-action settlements were in federal courts.
Source ↗

What it is: Dell bought back its VMware-tracking Class V shares in 2018 in a $23.9B deal.
Its edge: It has the biggest payout of the three, at $1B.
Who should know: Useful for anyone who wants to know how large a pre-trial settlement against insiders can get.

Money insiders paid$1B settlement

Why it is here

Dell's $1 billion settlement was approved on April 25, 2023. Plaintiffs' lawyers called it the largest recovery before judgment ever won in a fiduciary duty case in Delaware's Court of Chancery.
Source ↗
In 2018 Dell paid $14 billion in cash and issued 149.4 million Class C shares for the VMware-tracking Class V stock. Holders sought $10.7 billion in damages and settled for $1 billion.
Source ↗ ✓ confirmed by several AIs

Did you know

Goldman Sachs advised the controlling side on the deal and was due a $70 million fee. The settlement also ended claims against Goldman, Michael Dell and Silver Lake, a month before the trial was due to start.
Source ↗

History

In 2018 Dell went public by buying out its VMware-tracking Class V shares for cash or Class C stock. Holders said the price fell well below VMware's market price. In 2022 Dell agreed to a $1 billion settlement.
Source ↗

Keep in mind

The case settled instead of going to trial, so no judge ruled on the claims. A law professor said the defendants' trial risk "had to be colossal" to produce a settlement like this.
Source ↗

Where to go further

Start with the settlement. Dell paid $1 billion to former Class V holders before trial. Look at the case timeline and how the payout was agreed, then compare it with the other Delaware cases in the ranking.
Source ↗

Gemini put it first. What they saw in it

Gemini: Michael Dell and Silver Lake sweetened their buyout by $5 billion and boosted cash to $14 billion after Carl Icahn and ISS led a revolt of unaffiliated holders.

Compare the top three ↓

3Viacom–CBS (2019)

No. 3 — Viacom–CBS (2019). On the lists of 2 of 6 AIs; median place there: 2.5. Two minority suits over the Redstone-controlled merger paid out, but each recovery is far smaller than Dell's $1B.

What it is: Viacom and CBS merged in 2019 in a deal worth about $30B combined.
Its edge: It is the only one that led to two separate shareholder settlements.
Who should know: Useful for anyone who wants to see what happens when a controlling owner approves a merger by written consent.

Money insiders paid$122.5M + $167.5M

Wikipedia · Wikidata

Why it is here

The $30 billion deal was controlled by National Amusements, which held about 80% of the Class A voting shares. Viacom shareholders (not CBS holders) won $122.5 million, called the fourth-largest direct shareholder settlement in Chancery.
Source ↗
A second suit, on behalf of CBS, settled for $167.5 million paid to the company. Together with the $122.5 million Viacom settlement, the two total $290 million, which is more than Dell's $1 billion divided by three.
Source ↗

Video: 2019, in 6 minutes · Vox

Compare the top three ↓

The top three side by side

	Tesla–SolarCity (2016)	Dell Technologies–Class V (VMware tracking stock, 2018)	Viacom–CBS (2019)
In the AIs' lists	3 / 6	2 / 6	2 / 6
Money insiders paid	$60M settled; ruled fair	$1B settlement	$122.5M + $167.5M
Put first by	DeepSeek	Gemini	—

Places with the same number of AIs are ordered by their average place in the AIs' own lists.

03Worth knowing

What the AIs noticed while building the list.

Protections did not guarantee fairness. Southern Peru lost about $2B despite a special committee, and Dole's controller was found to have committed fraud ($148M) after a majority of the minority approved.

Noticed by:

Included it: Claude, DeepSeek. Did not include: Meta, Gemini, Nova, Wenxin.

Source ↗

SpaceX moved its incorporation from Delaware to Texas in 2024, and one report says Texas suits need 3% ownership. A Tesla–SpaceX challenge could play out under very different rules from SolarCity's.

Noticed by:

Included it: Claude. Did not include: Meta, Gemini, Nova, DeepSeek, Wenxin.

Source ↗

In both Viacom–CBS (2019) and Sirius XM–Liberty (2024), the controller approved by written consent, so minority holders never voted.

Noticed by:

Included it: Claude, DeepSeek. Did not include: Meta, Gemini, Nova, Wenxin.

Source ↗

04How we counted

In plain words, no formulas.

1The question

Top 10 Founder Sister-Company Mergers: Deal Size vs. What Independent Shareholders and Courts Said

2Why this topic

It is the precedent table for the Tesla–SpaceX question the news raises today, built from shareholder votes and court rulings, not from deal size alone.

3Where it applies

Public-company mergers where buyer and seller shared a controlling founder, directors or major shareholders (U.S.-listed and major global markets)

4What we looked at

Transaction value at announcement
Share of independent (non-insider) votes cast against or abstaining at the shareholder meeting
Outcome of shareholder lawsuits and proxy-advisor recommendations (ISS, Glass Lewis)
Delaware Court of Chancery and Supreme Court — Fairness findings, damages and settlements paid back to minority holders. This sets the order: most money first, then deals with nothing paid, ranked by
U.S. SEC Form 8-K, Item 5.07, and exchange vote results — Votes for, against and abstaining, including the disinterested tally where reported
Proxy advisors (ISS, Glass Lewis) — Voting recommendations on conflicted transactions

5Who ranked

The leading AIs, each building its own list of ten independently and naming a source for every place: Claude, Meta, Gemini, Nova, DeepSeek, Wenxin.

6How the places were set

The same entry written differently by different AIs was counted as one. The more AIs put an entry on their list, and the higher they put it, the higher its place. "AI agreement" shows how many of the AIs had it on their own list. Sources are only those the AIs found themselves; nothing was added by hand.

05Each AI's own list

🇺🇸 Claude10 places · 3 notes

The same question, answered by Claude alone. The final list above combines all the AIs.

1
Southern Peru Copper–Grupo México (Minera México, 2005)
The Delaware Supreme Court upheld a judgment of about $2B, even though an independent special committee had negotiated for the minority.
Source ↗
2
Dell Technologies–Class V (VMware tracking stock, 2018)
Holders sought $10.7B and got a $1B cash settlement, the largest ever recovered before judgment in a Delaware fiduciary case.
Source ↗
3
Viacom–CBS (2019)
Two separate minority suits over the Redstone-controlled merger settled for $122.5M and $167.5M.
Source ↗
4
MSG Networks–Madison Square Garden Entertainment (2021, Dolan family)
A Dolan-controlled all-stock merger drew an $85M payment to MSGE and a $48.5M second settlement, approved as 'fair and reasonable' in 2023.
Source ↗
5
Samsung C&T–Cheil Industries (2015)
ISS and Glass Lewis both said vote no, Korean courts rejected Elliott's challenge, and the pension fund's yes vote later became a political scandal.
Source ↗
6
Sirius XM–Liberty Media (2023–2024)
Minority holders had no vote at all, because Liberty's written consent approved the merger.
Source ↗
7
Paramount Global–Skydance (2024–2025)
Class A holders were offered $23 a share in cash and Class B holders $15, with no minority vote.
Source ↗
8
Tesla–SolarCity (2016)
A judge found the deal 'entirely fair' while criticising the board's process, and the Delaware Supreme Court affirmed.
Source ↗
9
Oracle–NetSuite (2016)
A $9.3B tender for a company Larry Ellison also owned a large stake in was upheld by Delaware's highest court in 2025.
Source ↗
10
Tesla–SpaceX (proposed, 2026)
No agreement exists yet, but both boards have set up special committees, and the Tesla–SolarCity ruling is the court template for how it will be judged.
Source ↗

What Claude noticed

SpaceX moved its incorporation from Delaware to Texas in 2024, and one report says Texas suits need 3% ownership. That would make the courts a very different venue for any Tesla–SpaceX challenge.

Source ↗

Special committees did not protect minorities in the largest outcomes: Southern Peru lost about $2B even with one, and Dell Class V settled for $1B.

Source ↗

Two Viacom–CBS suits together recovered $290M, but the 2019 merger itself was not undone.

Source ↗

🇺🇸 Gemini10 places · 1 notes

The same question, answered by Gemini alone. The final list above combines all the AIs.

1
Dell Technologies and VMware Tracking Stock / DVMT (2018)
Michael Dell and Silver Lake sweetened their buyout by $5 billion and boosted cash to $14 billion after Carl Icahn and ISS led a revolt of unaffiliated holders.
Source ↗
2
Kinder Morgan Master Limited Partnership Consolidation (2014)
Richard Kinder eliminated four overlapping sister entities into one $70 billion corporate giant, setting Delaware precedent on MLP conflict committees.
Source ↗
3
Tesla and SolarCity (2016)
Elon Musk held 22% of both and chaired both; ISS labeled it a conflicted bailout, yet 85% of unaffiliated Tesla shares approved, and Delaware Chancery ruled it entirely fair.
Source ↗
4
Oracle and NetSuite (2016)
Larry Ellison owned 41% of NetSuite; major investor T. Rowe Price boycotted the tender, forcing Ellison to wait until 53% of independent shares surrendered.
Source ↗
5
Kmart and Sears Roebuck (2005)
Hedge fund manager Eddie Lampert held 53% of Kmart and 15% of Sears, stitching them into an $11 billion retailer that collapsed into bankruptcy 13 years later.
Source ↗
6
SoftBank and WeWork (2019–2020)
Masayoshi Son committed a $9.5 billion rescue package for sister-affiliate WeWork, then tried to renege on a $3 billion tender, triggering a $1.5 billion settlement.
Source ↗
7
LVMH and Christian Dior Couture (2017)
Bernard Arnault executed a €12.1 billion ($13 billion) simplification to fold Christian Dior into LVMH, endorsed cleanly by independent directors and minority holders.
Source ↗
8
IAC / InterActiveCorp and Match Group (2020)
Barry Diller unwound the dual-class ownership structure of a $30 billion sister company with an independent special committee that set the modern Delaware playbook.
Source ↗
9
Pilgrim's Pride and Moy Park / JBS (2017)
Pilgrim's paid sister company JBS $1.3 billion for a UK poultry firm; Delaware Chancery exposed it as an emergency cash pipe to pay JBS corruption penalties.
Source ↗
10
News Corp and Shine Group (2011)
Rupert Murdoch paid $675 million for his daughter Elisabeth's TV production business, igniting a shareholder rebellion that forced a $139 million settlement.
Source ↗

What Gemini noticed

In the Tesla-SolarCity litigation, although Elon Musk successfully won post-trial dismissal under entire fairness in 2022, Tesla's other directors had already agreed to pay a $60 million settlement out of their insurance policies before the trial began.

Source ↗

🇺🇸 Nova10 places · 2 notes

The same question, answered by Nova alone. The final list above combines all the AIs.

1
NCI, Inc. – H.I.G. Capital (2017)
$20/share cash; founder Narang tendered with minorities
Source ↗
2
Comverge, Inc. – H.I.G. Capital (2012)
Plenary proceedings; directors faced post-closing claims
Source ↗
3
Merge Healthcare, Inc. – IBM (2016)
$2.6B; directors sued for inadequate process
Source ↗
4
American Mart Company LLC – Wirtz Corporation (2022)
$3.21/share cash; controlling stockholder merger
Source ↗
5
Harrah's Entertainment – JCC Holding (2003)
$5B; proxy contest and litigation
Source ↗
6
SS&C Technologies – Amsted Industries (2005)
$1.2B; disclosure settlement
7
Ray A. Morgan Company – UBEO Holdings (2018)
Non-compete enforcement; forum selection upheld
Source ↗
8
Amax Gold, Inc. – Kinross Gold (2000)
Derivative standing lost post-merger
Source ↗
9
NCI, Inc. – H.I.G. Capital (2017)
Founder retained voting control via dual-class shares
Source ↗
10
Comverge, Inc. – H.I.G. Capital (2012)
Post-merger director liability allegations
Source ↗

What Nova noticed

Founder-controlled mergers often trigger intense scrutiny under Delaware’s entire fairness standard.

Source ↗

Delaware courts prioritize procedural fairness—even in private negotiations—to protect minority shareholders.

Source ↗

🇨🇳 DeepSeek10 places · 3 notes

The same question, answered by DeepSeek alone. The final list above combines all the AIs.

1
Tesla–SolarCity (2016)
$2.6B for a near-insolvent sister company: 85% of unaffiliated shares voted yes, but the court still called the process “far from perfect.”
Source ↗
2
ViacomCBS (2019)
$30B controlled transaction, and CBS minority holders got no vote at all: NAI approved by written consent; the settlements reached about $288M.
Source ↗
3
Samsung C&T–Cheil Industries (2015)
$8B merger approved with 69.53% — just above the two-thirds threshold — after ISS recommended against and Elliott voted no.
Source ↗
4
Dole Food–David Murdock (2013)
$1.2B take-private approved by a majority of the minority — then a Delaware court found the controller had fraudulently driven the price down and awarded $148M.
Source ↗
5
21st Century Fox–Sky (2016)
£11.7B for the 61% of Sky Fox did not own; the independent committee recommended the deal, then withdrew support as Comcast outbid the Murdochs.
6
Porsche–Volkswagen (2009–2012)
€33B for 42% of Porsche’s car business, with the Porsche–Piëch families on both sides; hedge funds sought €5.4B and lost.
Source ↗
7
CK Hutchison–Power Assets (2015)
$12.4B related-party merger rejected by minority holders: 49.23% voted against, and both ISS and Glass Lewis recommended no.
8
Liberty Media–Sirius XM (2013)
A $530M rescue investment became control without a shareholder vote; Delaware dismissed the challenge, saying the board did not breach its duty.
Source ↗
9
News Corp–BSkyB (2011)
$12.5B bid for the 61% of BSkyB News Corp did not own; independent directors wanted at least 800p, and the bid died in the phone-hacking scandal.
10
América Móvil–Telmex (2010)
$23B consolidation of Carlos Slim’s telecom empire; shareholders approved, but no independent tally was reported because Slim controlled every party.
Source ↗

What DeepSeek noticed

Tesla’s 85% independent approval is less impressive when you notice Musk’s 22% stake in both companies was excluded — and the court still called the process “far from perfect.”

Source ↗

Samsung’s 69.53% vote was just above the two-thirds threshold; the National Pension Fund’s 11.21% stake swung the result after ISS recommended against.

Source ↗

ViacomCBS 2019 is the only deal here where the minority got no vote at all; NAI approved by written consent, and the settlements reached about $288M.

Source ↗

01Final list

Tesla–SolarCity (2016)

Dell Technologies–Class V (VMware tracking stock, 2018)

Viacom–CBS (2019)

Samsung C&T–Cheil Industries (2015)

Oracle–NetSuite (2016)

CK Hutchison–Power Assets (2015)

Southern Peru Copper–Minera México (Grupo México, 2005)

News Corp–Shine Group (2011)

MSG Networks–Madison Square Garden Entertainment (2021)

Pilgrim's Pride–Moy Park (JBS, 2017)

02More about the top three

1Tesla–SolarCity (2016)

2Dell Technologies–Class V (VMware tracking stock, 2018)

Did you know

3Viacom–CBS (2019)

The top three side by side

More ratings

03Worth knowing

04How we counted

1The question

2Why this topic

3Where it applies

4What we looked at

5Who ranked

6How the places were set

05Each AI's own list

What Claude noticed

What Gemini noticed

What Nova noticed

What DeepSeek noticed