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Dole Corporation

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Dole Food CEO to pay $148 million
On August 27, 2015, Dole Food CEO David Murdock and his former top executive was ordered to pay in the amount $148 million for the damages for misleading directors and shareholders back in 2013. Mr. Murdoch and former Dole president and COO C. Michael Carter, has taken $1.2 billion cash out as result in shortchanged when he took the company private. Delaware Vice Chancellor believed the shareholders approved the transaction that Mr. Murdock's initial $12 per share offer to a deal price of $13.50 was the issue and result in a lawsuit. Laster finds Mr. Murdock and C. Michael Carter engaged in a fraud that caused damages. It appears that fair price was not immunize and was represented in increasing value of $2.74 per share. The lawyer, Stuart Grant who is the representative for shareholder stated that both executives to exclude defendants to profit from their breaches. In addition, when Mr. Murdock proposed buyout, his top executive Mr. Carter falsely made disclosure how much money can be saved by selling it’s half of the business 2012. And the fact that Mr. Carter followed the plan of Mr. Murdock. On the other hand, Deutsche Bank was not in part of the litigation on breaches in which led to a liability.
It appears how unethical for both executives to gain profit by falsely giving wrong information to the shareholders of the company. Mr. Murdock ordered Mr. C. Michael Carter to plan the transaction. They have knowingly weaken the price to so that they can buyout in the amount $1.2 billion. The biggest issue about the article is how Mr. Murdock’s intention to lowball to buy rest of the Dole’s stock options. The management of the Dole Company orchestrated a fraudulent activity to gain personally in 2013. Mr. Carter’s job was to make sure all records and information are accurate and collect. However, he didn’t do his job as required. Instead, he falsely did his job to gain his own personal gains as well.
The case involved in matter of falsely giving wrong information about their stock prices, the shareholders are also responsible for approving the offer. The investors of the company, they should have raised a question about the price of stock and looked over their financials in depth. They could have hired a consultant or CPA firm to review the information that were given by Dole Corporation. The question is about how they can lowball prices of the stock that was offered. The stock at $13.50 yet they offered at $12.00. However, fair value was at $16.24. It seems though they wanted to reduce the offer so that they can profit more in the end. The difference of $2.74 per share resulted in gain. At $12.00 per share, they have gained $4.24 in each share of the stock. It does not make any sense of how the prices were fluctuated. Mr. Carter have manipulated the financial statements to show less net income to offer at $12.00. If the net income was higher, the price of the stock should have been higher. Now next question if CPA firm who was auditing is in question. Did they audit the company correct way? Or was this done privately between the executives and CPA firm involved? In addition as mentioned in above, why shareholders didn’t know about the offers before they actually approved the price? It seems though there are still questions to be answered in matter of how price was approved by the investors.
The characters of both men who have deceived many investors to gain their own personal gains are not acceptable. The process of falsely giving information are also very ethical in all parties involved from company to CPA and to the shareholders of the company. All parties are at fault equally. Mr. Murdock did a fraud along with his executive but they are not fully responsible for their action. The shareholders as also responsible for approving the price. Lastly, the CPA who may have reviewed or audited the financial is at fault in the matter.

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