EXHIBIT C 

Case 2:11-cv-03950-SRC -MAS Document 9-4 Filed 07/20/11 Page 1 of 14 PageID: 301
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE 

STEAMFITTERS LOCAL UNION 447, 

on Behalf of Itself and All 

Other Similarly Situated 

Shareholders of inVentiv 

Health, Inc., 

Plaintiff, 

VS. Civil Action 

No. 5492-CC 

R. BLANE WALTER, ERAN BROSHY, 

TERRELL G. HERRING, MARK E. 

JENNINGS, PER H.G. LOFBERG, A. 

CLAYTON PERFALL, CRAIG SAXTON, 

INVENTIV HEALTH, INC., THOMAS 

H. LEE PARTNERS, L.P., 

PAPILLON HOLDINGS, INC. AND 

PAPILLON ACQUISITION, INC., 

Defendants. 

- - - 

Via telephone 

New Castle County Courthouse 

Wilmington, Delaware 

Monday, June 21, 2010 

3:34 p.m. 

BEFORE: HON. WILLIAM B. CHANDLER, III, Chancellor. 

RULING ON MOTION TO EXPEDITE 

_ _ _ 

CHANCERY COURT REPORTERS 

500 North King Street - Suite 11400 

Wilmington, Delaware 19801-3759 

(302) 255-0525 

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APPEARANCES: 

SIDNEY S. LIEBESMAN, ESQ. 

Labaton & Sucharow LLP 

for Plaintiff Steamfitters Local Union 449 

-andEDUARD KORSINSKY, ESQ. 

SHANNON L. HOPKINS, ESQ. 

of the New York Bar 

Levi & Korsinsky, LLP 

for Plaintiff Samuel Ramage 

RAYMOND J. DiCAMILLO, ESQ. 

KEVIN M. GALLAGHER, ESQ. 

Richards, Layton & Finger, P.A. 

-andBRIAN P. MILLER, ESQ. 

of the Florida Bar 

Akerman Senterfitt 

for Defendants inVentive Health, Inc., Eran 

Broshy, Terrell G. Herring, Mark E. Jennings, 

Per G.H. Lofberg, A. Clayton Perfall, Craig 

Saxton and R. Blane Walter 

KEVIN G. ABRAMS, ESQ. 

Abrams & Bayliss LLP 

-andJOHN D. DONOVAN, JR., ESQ. 

Of the Massachusetts Bar 

Ropes & Gray LLP 

for Defendants Thomas H. Lee Partners, L.P., 

Papillon Holdings, Inc. and Papillon 

Acquisition, Inc. 

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THE COURT: Good afternoon, counsel. 

MR. LIEBESMAN: Good afternoon, Your 

Honor. 

THE COURT: I have the list of, I 

believe, everyone on the line. Most importantly I 

want to confirm that the court reporter is on the line 

with us. 

(A brief discussion was held off the 

record.) 

THE COURT: Thank you, Mr. Dawson, for 

being available. Thank you, counsel, for being 

available, as well. 

I had the chance over the weekend to 

review the transcript of the argument from last week 

on the motion to expedite. In addition, I am sorry I 

imposed on your weekends, because I can tell that you 

were working, because I read the letter from 

Mr. DiCamillo and Mr. Abrams. And then, 

Mr. Liebesman, I got your letter in response to that. 

Although I really wasn't inviting 

reargument, I didn't mind getting your letters, and I 

appreciate the effort that went into doing that, 

providing that extra help to me. And so what I wanted 

to do now is just give you the benefit of my thinking 

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on what we should do. 

There really are, for purposes of the 

motion to expedite, I think, at least as I gather from 

the latest written submissions, two principal grounds 

for seeking expedited discovery and scheduling of a 

preliminary injunction hearing before the July 21 vote 

on this transaction. I recognize, Mr. Liebesman, you 

are not conceding anything, or you are not waiving 

anything or disclaiming anything. 

Those two grounds are, first, what I 

will call the relationships argument, the argument 

that the nature of certain business relationships 

between Mr. Broshy and Mr. Jennings and Mr. Perfall, 

who are directors on the board -- and Mr. Perfall and 

Mr. Jennings, of course, were the special committee 

members -- and Mr. Broshy, and his role at Providence 

Equity, and the relationships and connections with 

certain transactions that those folks are involved in, 

involving companies that Mr. Jennings works at, also 

involving connections or relationships with Goldman 

Sachs, which is performing advisory work, I guess, in 

some other cases or other transactions or deals that 

Mr. Broshy, Jennings and Perfall are involved in --

that all of those relationships somehow have 

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influenced the special committee's decision, and the 

board of directors' decision, at inVentiv to recommend 

and approve this going-private transaction proposed by 

Thomas H. Lee, that is going to be voted on on 

July 21. 

Now, that argument, as I thought about 

it over the weekend and as I looked and read the 

definitive proxy statement and as I looked again and 

read carefully the amended complaint in this matter --

it seems to me the more I read it, that that is --

although framed as a disclosure issue, it can be 

understood differently. And for my purposes, I think 

what it really is alleging is some type of conspiracy 

amongst certain directors on the board of inVentiv to 

recommend this transaction, perhaps because 

consideration was being given in other transactions 

that would compensate for whatever lack of 

consideration was being put on the table by Thomas H. 

Lee in this case. 

And so the theory of this claim or 

this argument seems to be that this web of 

relationships between Broshy, Perfall, Jennings, 

related entities, and Goldman Sachs resulted in the 

inadequate offering price of $26 a share in this case. 

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That is the claim or the theory. 

I will say, in fairness to the 

defendants, it's very thinly pled and thinly alleged, 

but it's there. But to the extent that it is there, I 

think it gives rise to a claim of breach of loyalty. 

It's not a breach of due care on behalf of these 

directors that is being alleged. It's really a breach 

of the duty of loyalty. For that reason, there would 

be no impediment to this Court after the fact awarding 

monetary damages as a remedy, if that type of breach 

and that type of conduct is actually proven by a 

preponderance of the evidence and can be demonstrated. 

So effectively, my decision is that 

there is no threat of irreparable harm, because there 

is the opportunity to remedy it after the fact. There 

is a complaint. It's alleged in the complaint. And 

if it's proven later, then there will be a way for the 

Court to see to it that those who were guilty of that 

conspiracy would pay damages in an amount sufficient 

to compensate the shareholders for the loss that they 

suffered. 

So I don't believe there is a basis on 

which I would accelerate or direct that there be 

expedited proceedings based on that claim, which was 

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the one that Mr. Liebesman really argued to me 

principally the last time. Over the weekend and 

today, the argument has shifted a little bit -- or not 

shifted, but has grown -- to include the argument that 

the definitive proxy fails to include information 

regarding free cash flows at inVentiv that would 

enable stockholders to be able to better calculate 

whether the company has a brighter future as a going 

concern and they ought to vote against this 

transaction, or whether in fact the company is worth a 

lot more than the $26 being offered by Thomas H. Lee, 

and they ought to therefore seek appraisal. 

And it is true, of course, that 

disclosure claims are considered almost per se 

irreparable, and therefore, if there is a colorable 

claim of a disclosure violation, this Court will 

almost always order expedited proceedings, so that it 

might address that problem before the fact, and 

provide a meaningful remedy for it by ordering 

additional disclosure, if that is what the Court 

ultimately concludes is proper to do. 

The difficulty here is that I have 

read the definitive proxy, and I have read the 

arguments of counsel about the disclosures that are in 

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it regarding Goldman Sachs' valuation methodologies. 

Having read those summaries of what Goldman Sachs did 

here, and its recommendation, I would agree with 

plaintiffs that free cash flow information would 

certainly add to the total mix of information that is 

available to stockholders in the definitive proxy 

about how Goldman Sachs came to its ultimate 

conclusion about this price, but I don't believe --

and on this score, I guess I agree with the 

defendants -- that it would meaningfully alter the 

total mix of information that is available through the 

definitive proxy on that point. 

The plaintiffs have argued to me that 

this really is required or is necessary in order to 

satisfy the holdings that this Court has issued in the 

past about the importance of free cash flow 

information in providing material information to 

shareholders, so that they can understand the value of 

their assets. And they point to Netsmart and the 

recent Maric decision by Vice Chancellor Strine. And 

there are other decisions by other members of the 

Court that hold to the same effect. 

But this isn't a case where free cash 

flow estimates were deliberately removed or excised 

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from a proxy disclosure. Unlike in Maric, in this 

case no free cash flow estimates were actually 

provided to Goldman Sachs. The internal analyses that 

were approved by management for Goldman's use in this 

case didn't have a line item for free cash flow 

estimates, and so unlike the Maric decision, there was 

no deliberate excising of free cash flow numbers. And 

in addition, this isn't like Netsmart, where 

management undertook to disclose certain projections 

but then disclosed projections that were actually 

stale and not, therefore, meaningful. The proxy here 

gave management's projections that were actually used 

by Goldman, and those projections included net 

revenue, net income, EPS and EBITDA estimates for five 

years. 

So based on all of that, there doesn't 

appear to me to be a colorable claim of a 

misrepresentation or omission of material information 

that would alter the total mix of information already 

available to the stockholders. And so for that 

reason, I am not convinced that there is a colorable 

claim of a disclosure violation that would warrant 

expedition based on the particular facts that were 

disclosed here, and that were used by Goldman Sachs in 

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arriving at its ultimate conclusions. 

Now, having said all of that, and with 

due respect to Mr. Liebesman, who I know disagrees 

with me -- and I appreciate that, and respect his 

point of view, and can understand his point of view, 

frankly. And so I am quite willing, if Mr. Liebesman 

believes that I have erred and that there are truly 

reasons why in every case Delaware ought to require --

even if management hasn't produced it to the 

investment advisor -- that Delaware law ought to 

require as a per se rule that free cash flow estimates 

going out into the future be provided, disclosed, I 

would be, in the interests of clarification of 

Delaware law, and in the interests of perhaps leading 

to the creation of a bright-line rule in disclosure, 

which I think would be a good thing in some ways -- I 

would be happy, Mr. Liebesman, to sign, today, an 

order certifying an interlocutory appeal to the 

Delaware Supreme Court on this question. I would even 

go so far as to include the other question or bases 

for your request for expedition, on the alleged 

conflict of interest and the interrelationships of the 

various directors of inVentiv that you raised. 

So if that would be of interest to 

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you, I can tell you I would be willing to sign an 

order, and I would waive all of the time requirements 

under the Supreme Court's rule with respect to 

submission of argument on this point, and do that 

today because of the expedited nature of this matter. 

I realize you might want to think about that and not 

give me an instant answer, so I'm not trying to put 

you on the spot immediately. I'm just telegraphing to 

you what my predisposition is on it, should you 

conclude that you want to seek review of my ruling. 

MR. LIEBESMAN: I appreciate that, 

Your Honor. I think that it is something that I 

should put some thought into, although I understand 

the time restriction and would factor that in and tell 

the Court that if I do not get back to Your Honor 

before the end of the day today, I will certainly by 

tomorrow morning. 

THE COURT: That is fine with me, 

Mr. Liebesman. I appreciate that and understand it. 

So I won't do anything until I hear from you tomorrow, 

but for the time being, at least, I hope you 

understand my ruling, and that's my decision for 

today. 

MR. LIEBESMAN: Okay. Thank you, Your 

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Honor. 

THE COURT: Thank you, very much, 

counsel, for being available. 

(Recess at 3:49 p.m.) 

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CERTIFICATE 

I, WILLIAM J. DAWSON, Official Court Reporter 

of the Chancery Court, State of Delaware, do hereby 

certify that the foregoing pages numbered 3 through 12 

contain a true and correct transcription of the 

proceedings as stenographically reported by me at the 

hearing in the above cause before the Chancellor of 

the State of Delaware, on the date therein indicated. 

The ruling was edited by the Chancellor subsequent to. 

the hearing. 

IN WITNESS WHEREOF I have hereunto set my hand 

at Wilmington, this 21st day of June, 2010. 

/s/William J. Dawson 

Official Court Reporter 

of the Chancery Court 

State of Delaware 

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