The Bear Stearns Companies, Inc. Shareholder Buyout Litigation
Practice:
Securities Fraud & Shareholder Litigation
Phase:
Current On March 24, 2008 Chimicles & Tikellis LLP filed a shareholder class action lawsuit (“Lawsuit”) in the Court of Chancery of the State of Delaware against The Bear Stearns Companies, Inc. (“Bear Stearns” or the “Company”), JPMorgan Chase & Co. (“JPMorgan”), and certain of Bear Stearns’ officers and directors, challenging the terms of JPMorgan’s previously announced acquisition of Bear Stearns. The deal, as first announced on March 16, 2008, provided that JPMorgan would acquire Bear Stearns in exchange for .05473 shares of JP Morgan stock for each share of Bear Stearns, representing an implied Merger consideration of $2.00 per share for Bear Stearns at the time of that announcement. On March 24, 2008, however, the Merger Agreement was purportedly amended to, among other things, increase the Merger Consideration to .21753 JPMorgan shares for each share of Bear Stearns. In addition, the Amended Merger Agreement permits JPMorgan to purchase 95 million newly issued Bear Stearns shares for $10 per share, which will convey approximately 39.5% voting power to JPMorgan without approval by Bear Stearns’ shareholders (“Lock Up Stock Sale”).
On April 9, 2008, the Delaware Court of Chancery stayed, along with another Plaintiff from the Delaware action, the Delaware cases in favor of those pending in New York. Chimicles & Tikellis’ client intervened in the New York action and was named co-lead plaintiff with Chimicles & Tikellis named as co-lead counsel.
The Lawsuit seeks damages and alleges that Bear Stearns’ directors (aided and abetted by JPMorgan) breached their fiduciary duties, including the duties of loyalty and care, by failing to: fully inform themselves of the value of Bear Stearns; act in the best interests of all of the shareholders; and, implement a proper process in connection with the Merger to evaluate and investigate alternatives to the Merger. JPMorgan was put in a special and favored position with respect to any acquisition of Bear Stearns to the detriment of Bear Stearns’ shareholders. Further, the action alleges that JPMorgan unfairly exercised its control over Bear Stearns in extracting the terms of the merger.
On December 4, 2008, the New York Supreme Court issued an opinion in the case granting summary judgment to Defendants. An appeal from the Court’s opinion is currently pending.
If you wish to discuss this Action or have any questions concerning your rights or interests, please contact Pamela S. Tikellis, Robert J. Kriner or Zach Naylor toll free at 1-866-399-2487 or via email at the addresses below.
| Attachment | Size |
|---|---|
| Class Action Complaint: Wayne County Employees’ Retirement System v. Cayne, et al., Filed March 24, 2008 | 940.72 KB |
Attorneys to Contact:
Pamela S. Tikellis (PamelaTikellis@chimicles.com)
Robert J. Kriner, Jr. (RobertKriner@chimicles.com)
A. Zachary Naylor (ZacharyNaylor@chimicles.com)
P.O. Box 1035, 222 Delaware Ave, Suite 1100, Wilmington, DE 19801 Phone: 302-656-2500