limited-liability corporation

Respondents are members of the Service Employees International Union, Local 32BJ. Under the National Labor Relations Act, the Union serves as the exclusive bargaining representative of employees within the building-services industry in New York City. Since the 1930s, the Union has engaged in industry-wide collective bargaining with the Realty Advisory Board on Labor Relations, Inc., a multiemployer association for the New York City real-estate industry. Their agreement, the Collective Bargaining Agreement for Contractors and Building Owners, contains a section 30 provision stating that there shall be no discrimination on the basis of age or other protected characteristics and that all such claims shall be subject to the grievance and arbitration procedures as the sole and exclusive remedy. Petitioner 14 Penn Plaza LLC, a member of the RAB, owns and operates the New York City office building where respondents worked as night lobby watchmen and in similar capacities. Respondents were directly employed by petitioner Temco Service Industries, Inc., a maintenance service and cleaning contractor. In August 2003, with the Union's consent, 14 Penn Plaza engaged Spartan Security, a unionized security contractor affiliated with Temco, to provide licensed security guards for the building lobby and entrances. Temco then reassigned respondents to jobs as night porters and light duty cleaners in other locations within the building, which respondents contend produced a loss in income, emotional distress, and less desirable positions. At respondents' request, the Union filed grievances alleging that the reassignments violated the CBA's ban on workplace discrimination by discriminating on the basis of age in violation of the ADEA, along with claims that petitioners violated seniority rules and failed to equitably rotate overtime. After an initial arbitration hearing, the Union withdrew the age-discrimination grievances on the ground that its consent to the new security contract precluded it from objecting to the reassignments as discriminatory. The Union continued to arbitrate the seniority and overtime claims, which were denied after several hearings. In May 2004, while arbitration was ongoing, respondents filed a complaint with the Equal Employment Opportunity Commission alleging that petitioners had violated their rights under the ADEA. The EEOC issued each respondent a Dismissal and Notice of Rights. Respondents then filed suit against petitioners in the United States District Court for the Southern District of New York alleging violations of the ADEA and state and local age-discrimination laws. Petitioners moved to compel arbitration pursuant to sections 3 and 4 of the Federal Arbitration Act. The District Court denied the motion. The Second Circuit affirmed. The Supreme Court granted certiorari.

Lexmark International, Inc. manufactures and sells laser printers along with the toner cartridges designed exclusively for those printers. It introduced a Prebate program that offered customers a 20-percent discount on new cartridges if they agreed to return the empty cartridges to Lexmark once used. The program terms were communicated to consumers through notices printed on the toner-cartridge boxes. Static Control Components, Inc. manufactures and sells components necessary for remanufacturers to refurbish used Lexmark toner cartridges. Static Control developed a microchip that could mimic the microchip in Lexmark Prebate cartridges, enabling remanufacturers to refurbish and resell those cartridges after replacing the original chip. In 2002 Lexmark sued Static Control alleging violations of the Copyright Act and the Digital Millennium Copyright Act. Static Control counterclaimed under section 43(a) of the Lanham Act, alleging that Lexmark misled end-users into believing they are legally bound by the Prebate terms. Static Control further alleged that Lexmark sent letters to remanufacturers falsely advising that it was illegal to sell refurbished Prebate cartridges and to use Static Control products. Static Control alleged that these statements caused it lost sales and damage to its business reputation. The district court granted Lexmark’s motion to dismiss the Lanham Act counterclaim on prudential standing grounds. The Sixth Circuit reversed after applying the reasonable-interest test. The Supreme Court granted certiorari to decide the appropriate analytical framework.

In 2002 TransUnion began selling an add-on product called OFAC Name Screen Alert. It compared consumers' first and last names against the U.S. Treasury Department's Office of Foreign Assets Control list of specially designated nationals. Therefore it generated many false positives. In February 2011 Sergio Ramirez sought to buy a car from a Nissan dealership. The dealership ran a credit check revealing an OFAC alert in his TransUnion credit report indicating a potential match. The dealership refused to sell the car to Ramirez, and his wife purchased it in her name instead. Ramirez requested a copy of his credit file. TransUnion sent a first mailing that included his credit file and the required summary of rights but did not mention the OFAC alert. The next day TransUnion sent a second mailing notifying him of the OFAC alert but omitting another copy of the summary of rights. Ramirez consulted a lawyer, canceled a planned trip to Mexico, and TransUnion eventually removed the alert. In February 2012 Ramirez sued TransUnion alleging three violations of the Fair Credit Reporting Act. He sought statutory and punitive damages along with class certification. The parties stipulated that the class included 8,185 members and that only 1,853 of them had their credit reports disseminated by TransUnion to potential creditors during the class period running from January 1, 2011 to July 26, 2011. The District Court ruled that all 8,185 class members had Article III standing. A jury awarded statutory and punitive damages to every class member. The Ninth Circuit affirmed in relevant part over Judge McKeown's dissent and reduced the punitive damages.

MFW is a holding company incorporated in Delaware. Before the Merger that is the subject of this dispute, MFW was 43.4% owned by MacAndrews & Forbes, which in turn is entirely owned by Ronald O. Perelman. MFW had four business segments. Three were owned through a holding company, Harland Clarke Holding Corporation. The fourth segment, which was not part of HCHC, was Mafco Worldwide Corporation, a manufacturer of licorice flavorings. The MFW board had thirteen members. Perelman, Schwartz, and Bevins were officers of both MFW and MacAndrews & Forbes. In May 2011, Perelman began to explore the possibility of taking MFW private. At that time, MFW's stock price traded in the $20 to $24 per share range. On June 13, 2011, Schwartz sent a letter proposal to the MFW board to buy the remaining MFW shares for $24 in cash. The proposal stated that the transaction would be subject to approval by a special committee and a non-waivable condition requiring approval of a majority of the shares not owned by M & F or its affiliates. MacAndrews & Forbes filed this letter with the SEC and issued a press release. The MFW board met the following day to consider the Proposal. Schwartz presented the offer. Subsequently, Schwartz and Bevins recused themselves from the meeting, as did Dawson. The independent directors formed the Special Committee. The Special Committee consisted of Byorum, Dinh, Meister (the chair), and Webb after Slovin recused himself. The board resolution empowered the Special Committee to investigate the Proposal, evaluate its terms, negotiate with Holdings, negotiate definitive agreements, report recommendations, and determine to elect not to pursue the Proposal. The Board shall not approve the Proposal without a prior favorable recommendation of the Special Committee. The Special Committee is empowered to retain legal counsel, a financial advisor, and such other agents. The Special Committee retained Willkie Farr & Gallagher LLP as its legal advisor. After interviewing four potential financial advisors, the Special Committee engaged Evercore Partners. The Special Committee held a total of eight meetings during the summer of 2011. The Special Committee received updated projections from HCHC. The updated projections forecast EBITDA for MFW of $491 million in 2015. The Special Committee screened MacAndrews-affiliated executives from the process. The Special Committee considered strategic alternatives. On August 18, 2011, the Special Committee rejected the $24 a share Proposal and countered at $30 per share. On September 9, 2011, MacAndrews & Forbes rejected the $30 per share counteroffer. Later, Schwartz conveyed MacAndrews's best and final offer of $25 a share. At its eighth and final meeting on September 10, 2011, the Special Committee unanimously approved and agreed to recommend the Merger at a price of $25 per share after Evercore opined that the price was fair. On November 18, 2011, the stockholders were provided with a proxy statement. The proxy statement contained the history of the Special Committee's work and recommended that they vote in favor of the transaction at a price of $25 per share. The Merger was approved by a vote of 65.4% of MFW's minority stockholders. The Merger closed in December 2011. The Appellants initially sought to enjoin the transaction. They withdrew their request for injunctive relief after taking expedited discovery. The Appellants then sought post-closing relief against M & F, Ronald O. Perelman, and MFW's directors for breach of fiduciary duty. The Defendants moved for summary judgment, which the Court of Chancery granted.