In January 2018, Xerox, a well-known American digital document firm, convened its board of directors to decide whether to approve a merger with Japanese imaging company Fujifilm. Activist Xerox shareholders were suing to halt the transaction, and documents unearthed during the subsequent discovery process revealed that the deal was negotiated by a conflicted CEO. This case study draws from contemporaneous deal documents and unsealed court records to provide a behind-the-scenes look at the deal dynamics. The case raises important issues of deal process design, negotiations, corporate law, and corporate governance.

Supplement to case 919002.

Supplement to case 919002.