Delegating Preparation of Proxy Statement to Management was an Unexculpated Act of Bad Faith By May 8, 2021 In Re Pattern Energy Group Inc. Stockholders Litigation involved an M&A transaction where the sales process of Pattern Energy Group Inc. was run by an undisputedly disinterested and independent special committee that recognized and nominally managed conflicts, proceeded with advice from an unconflicted banker and counsel, and conducted a lengthy process attracting numerous suitors that the special committee pressed for value. The foregoing positive attributes were offset by selecting a bidder that did not offer the highest price at the behest of perhaps conflicted parties supported by conflicted management.