Kahn Swick & Foti represents institutional and individual clients in lawsuits regarding Mergers & Acquisitions and “Going Private” transactions. In such cases, shareholders are deprived of fair value when shares are bought by companies for below market valuations, or are provided insufficient disclosures concerning terms of the transaction. Our lawyers can help investors pursue appraisal rights and demand fair value.
CURRENT CASES
- Helen Moore v. Macquarie Infrastructure and Real Assets, et al. (Cleco Corporation Merger), Case No. 251,417, c/q 251,456 and 251,515, Div. “C”
Ninth Judicial District Court for the Parish of Rapides
Louisiana Interim Co- Lead Counsel - Kenneth Riche v. James C. Pappas, et al. (U.S. Geothermal Merger), C.A. No. 2018-0177-JTL
Delaware Court of Chancery
Counsel for Plaintiff - In re USG Corporation Stockholder Litigation (USG Corporation Merger), Consol. C.A. No. 2018-0602-SG
Delaware Court of Chancery
Counsel for Plaintiff - Lisa Guzman v. Robert L. Johnson, et al. (RLJ Entertainment Merger), Case No. A-18-783643-B
Clark County, Nevada District Court, Dept. 11
Counsel for Plaintiff - Nadav Poms v. Dominion Diamond Corporation, et al., Index No. 655733/2017
Supreme Court of the State of New York, County of New York
Counsel for Plaintiff
RECENT VICTORIES
Kenneth Riche, et al v. James C. Pappas, et al¸ C.A. No. 2018-0177 (Del. Ch). On September 9, 2019, Hon. Travis J. Laster of the Delaware Chancery Court appointed KSF as co-lead counsel for the class. The class representative alleges that Defendants, the former Board of Directors of U.S. Geothermal, breached their fiduciary duties in connection with the acquisition of U.S. Geothermal by Ormat Technologies, Inc. by, inter alia, failing to maximize the consideration that U.S. Geothermal shareholders would receive in the transaction, and by making misleading statements and failing to disclose material information regarding a conflicted sales process in the definitive proxy statement filed with the Securities and Exchange Commission, thereby resulting in a shareholder vote on the transaction that was not fully informed.
Helen Moore, et al v. Macquarie Infrastructure and Real Assets, et al. No. 251,417. On September 9, 2019, Hon. Patricia Koch, District Judge for the Ninth Judicial District Court for the Parish of Rapides, State of Louisiana, appointed KSF as co-lead counsel for the class. The class representatives allege that Defendants, the former Board of Directors of Cleco Corporation, breached their fiduciary duties in connection with the sale of Cleco to an investment consortium by, inter alia, failing to maximize the consideration that Cleco shareholders would receive in the transaction, and by making misleading statements and failing to disclose material information regarding a conflicted sales process in the definitive proxy statement filed with the Securities and Exchange Commission thereby resulting in a shareholder vote on the transaction that was not fully informed.
SETTLED CASES
In re American Capital, Ltd. Shareholder Litigation, Case No. 422598-V (Circuit Court for Montgomery County, Maryland 2016). Co-Lead Counsel. Class action for breach of fiduciary duties to shareholders against both the target board and senior management and an activist investor fund (as a controller) relating to a proposed merger of a publicly traded private equity company. Settlement consisted of $17.5 million common fund from the target’s board and the activist investor.
Rice v. Genworth Financial Incorporated, et al., Consol. Case No. 3:17-cv-00059-REP (Eastern District of Virginia 2017). Co-Lead Counsel. Class action for violation of Section 14(a) relating to a proposed merger of insurance company. Settlement consisted of additional material disclosures to proxy statements.
In re Saba Software, Inc. Stockholder Litigation, Consol. Case No. 10697-VCN (Delaware Court of Chancery 2015). Member of Executive Committee. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of software company. Settlement consisted of $19.5 million common fund.
Wojno v. FirstMerit Corp., et al., Case No. 5:16-cv-00461 (Northern District of Ohio 2016). Co-Lead Counsel. Class action for violation of Section 14(a) relating to a proposed merger of bank holding company. Settlement consisted of additional material disclosures to proxy statements.
In re Adams Golf Shareholder Litigation, C.A. No. 7354-VCL (Del. Ch. 2012). Chair of Plaintiffs’ Executive Committee. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of sporting goods companies. Settlement consisted of additional material disclosures to proxy statements.
In re BTU International, Inc. Stockholders Litigation, Consol. C.A. No. 10310-CB (Delaware Court of Chancery 2014). Co-Lead Counsel. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of electronics and solar goods companies. Settlement consisted of additional material disclosures to proxy statements. First known settlement to pass the exacting Trulia standards articulated by the Court of Chancery.
In re EnergySolutions, Inc. Shareholder Litigation, C.A. 8203-VCG (Del. Ch. 2014). Plaintiff’s Co-Lead Counsel. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of nuclear energy related companies worth $1.1 billion ($375 million in proposed shareholder consideration). Settlement consisted of $0.40 price bump which increased the consideration to shareholders by more than 10% or approximately $38 million. Settlement also included over 20 pages of additional disclosures to proxy statement relating to process and pricing claims.
Hill v. Cohen, et al. (Summit Financial Services Group, Inc.), 2013 CA 017640 (15th Jud. Cir. Ct., Fla.). Co-lead counsel. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of a financial services company. Contingent and delayed aspects of the proposed merger consideration, worth several million dollars, were accelerated and paid to shareholders ahead of schedule and settlement involved several pages of additional disclosures were made to the proxy statement.
In re InSite Vision Inc. Consolidated Shareholder Litigation, Lead Case No. RG-15774540 (c/w Case No. RG-15777471). Counsel for Plaintiffs. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of medical companies. Litigation was followed by a public bidding war that resulted in a $30 million increase in merger compensation.
In re Medtox Scientific, Inc. Shareholders Litigation, Court File No. 62-CV-12-5118 (Minn. Dist. Ct. 2013). Plaintiffs’ Lead Counsel. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of medical technology companies. Settlement consisted of additional material disclosures to proxy statement.
Heron v. International Rectifier Corporation, et al., Case No. BC556078 (Superior Court of the State of California, County of Los Angeles). Co-Lead Counsel. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of electronics companies. Settlement consisted of additional material disclosures to proxy statements.
Sachs Investment Group v Sun Healthcare Group, Inc., et al. 30-2012-580354-CU-SL-CXC (Sup. Ct. of Cal., 2013). Plaintiffs’ Counsel. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of healthcare companies. Settlement consisted of additional material disclosures to proxy statement.
In re Susser Holdings Corp. Stockholders Litigation, C.A. 9613-VCG (Delaware Court of Chancery 2014). Co-Lead Counsel. Class action for breach of fiduciary duties to shareholders relating to a proposed merger of convenience store and gas station companies. Settlement consisted of additional material disclosures to proxy statements regarding hidden value of individual distribution rights in limited partnership.