Shareholder Merger Litigation

Faruqi & Faruqi, LLP places special emphasis on prosecuting shareholder class actions brought nationwide against officers, directors and other parties responsible for corporate wrongdoing. Most of these cases are based upon state statutory or common law principles involving fiduciary duties owed to investors by corporate insiders. 

Merger claims often arise in the context of management-led buyouts, tender offers, “going private” transactions, and other acquisition activity. As part of Faruqi & Faruqi, LLP’s commitment to investors, the lawyers at the firm seek to protect shareholders by ensuring that corporate insiders comply with their fiduciary obligations, which include among other things, the duty to provide a fair price in any corporate transaction, a sale process not flawed in any material respect or skewed in favor of corporate insiders who may suffer from conflicts of interest, and full and complete disclosure of all information material to an investor’s decision to vote in favor of the corporate transaction, or seek appraisal. 

The firm has been responsible for the restructuring of hundreds of transactions on terms more favorable to shareholders. Prior litigation commenced by Faruqi & Faruqi, LLP on behalf of its investor clients has obtained significant monetary and therapeutic recoveries, including millions of dollars in increased merger consideration for public shareholders; additional disclosure of significant material information so that shareholders can intelligently gauge the fairness of the terms of proposed transactions and other types of therapeutic relief designed to increase competitive bids and protect shareholder value.

Representative cases include: In re Alpharma Inc., S'holder Litigation, No. HNT-C-14039-08 (N.J. Super. Ct. Ch. Div.); Zhao v. International Rectifier Corp, et al., Consol. Case No. BC 396461 (Cal. Super. Ct.); In re CF Industries Holdings, Inc., S'holders Litigation, C.A. No. 4396-VCL (Del. Ch.).