Scott, Mississippi
Jul 21, 2000
Delta and Pine Land Company announced today that the Delaware Court of Chancery has granted both of DLP's pending motions,
dismissing the shareholders' litigation that was filed against DLP and its Board of Directors, and ordering that
the litigation between DLP and Monsanto should go forward in Mississippi, DLP's chosen forum, without
interference by Monsanto in Delaware. DLP filed suit against Monsanto in December 1999 in Mississippi
state court seeking $1 billion in compensatory damages and $1 billion in punitive damages for breach of the
1998 Merger Agreement between the parties and requesting a jury trial.
The Delaware Court of Chancery held that the shareholders' lawsuit, filed in Delaware on the same day that
DLP instituted its suit against Monsanto in Mississippi, was wholly without merit. The Court observed that
"Delta was already appropriately addressing Monsanto's alleged wrongdoing before the shareholder plaintiffs
filed their complaint" and that "the Delta Board's actions ... formidably contradict shareholder plaintiffs'
allegations ... ." The Delaware Court termed the shareholders' arguments in support of their action as "pure
fantasy," "stretch[ing] the bounds of reality," and "an unsupported exaggeration." The Court concluded, "Not
one of [the shareholder- plaintiffs'] assertions is persuasive. Not one is supported legally or factually."
In its second opinion, the Court held that it would not countenance
Monsanto's attempt to thwart DLP's Mississippi litigation through the filing of a cross-claim in the Delaware shareholders' litigation. The Court
pointed to "Delaware law's dim view of declaratory judgment claims of non-breach made for purposes of
forum shopping," and would not allow Monsanto's claim to proceed in Delaware.
Accordingly, the Court concluded that Delta & Pine Land is entitled to litigate against Monsanto in its chosen
forum of Mississippi state court and to press its case there for substantial compensatory and punitive
damages.
Roger Malkin, CEO of DLP stated, "We are deeply gratified that the Delaware Court of Chancery has
recognized that the Company is properly pursuing its claims against Monsanto for substantial compensatory
and punitive damages and has confirmed that we are entitled to do so in Mississippi state court. We also
appreciate the Court's recognition that the shareholders' case was a wholly 'meritless litigation' and that
Monsanto's efforts in Delaware were designed purely to 'make mischief' rather than try to defend its actions.
The Company will continue to pursue its claims vigorously against Monsanto, and we look forward to the
outcome."
Delta and Pine Land Company is a commercial breeder, producer and marketer of cotton planting seed.
Headquartered in Scott, Mississippi, with multiple offices in seven states and facilities in several foreign
countries, DLP also breeds, produces and markets soybean planting seed.
Company news release
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