Bushansky

I. BACKGROUND

Alliance was a publicly traded Delaware corporation with its principal place of business in Sunnyvale, California. Alliance designed, manufactured and marketed a broad range of high-performance fiber optic components and integrated modules for the optical network equipment market. By at least mid-2015, Alliance’s earnings were trending downward. By at least late 2014, Alliance had attracted interest as an acquisition target. Four parties—Corning, Party A, Party B, and Party C— indicated interest in acquiring Alliance in late 2014 and early 2015. By May 2015, Parties A, B, and C had indicated to Alliance that they were no longer interested. Negotiations with Corning stalled in June 2015, with Corning’s bid at around $21 per share and Alliance’s counterproposal at around $22 per share, when Corning walked away based on its financial due diligence findings. Alliance made further overtures to Parties B and C, but in December 2015 and January 2016 was informed that each party, respectively, was not interested in a transaction. Corning, however, returned to negotiations with a valuation at between $17.25 and $18.50 per share. While negotiations resumed with Corning,…