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Extract to table / fiduciary-duties-memo.docx
fiduciary-duties-memo.docx
Parties
HARKNESS LLP
Stonefield Logistics Group Inc
Ridgeline Capital Management III LLC
Hargrove Advisory Group LLC
Ownership Stonefield Logistics Group Inc
Stonefield Logistics Holdings LLC
Stonefield Freight Services LLC
Stonefield Last Mile Inc
Dates
April 12, 2023
December 15, 2024
March 31, 2023
April 3, 2023
March 15, 2023
March 10, 2023
April 14, 2023
April 28, 2023
April 10, 2023
Amounts
$475.1
$42.0
$50.0
$285.0
$140.0
$8.1
$41.2
$58.7
$38.5
$327.0
Obligations
As further discussed in Section V below, the composition of the Board raises conflict-of-interest considerations that must be carefully managed in the context of the contemplated restructuring
Vice Chancellor Strine emphasized that directors of a corporation in financial distress must exercise heightened care and should not take actions that improperly divert value from creditors to equity holders
The Company's enterprise value — as assessed on a preliminary basis by Hargrove Advisory Group LLC — must be evaluated to determine whether the Company's assets, fairly valued, are sufficient to cover its obligations
The practical consequence of this framework is that directors of an insolvent (or potentially insolvent) corporation must avoid actions that favor one constituency at the expense of the corporate enterprise as a whole