On July 2, 2021, Alex Ciccotelli (“Plaintiff”), represented by Joshua H. Grabar of Grabar Law Office filed a civil action against Vereit, Inc. (“VEREIT” or the “Company”), Susan Skerritt, Priscilla Almodovar, Julie G. Richardson, Mary Hogan Preusse and Others (collectively, “Defendants”), seeking injunctive relief, rescissory damages and costs of litigation for allegedly failing to disclose material information regarding the Proposed Merger, and defendants alleged violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”). This case was filed in the U.S. District Court in the Eastern District of Pennsylvania.
In the complaint, the Plaintiff alleged that “The Individual Defendants disseminated the false and misleading 424B3, which contained statements that, in violation of Section 14(a) of the Exchange Act and Rule 14a-9, in light of the circumstances under which they were made, failed to state material facts necessary to make the statements therein not materially false or misleading.” And that “Accordingly, defendants violated Section 14(a) of the Exchange Act and Rule 14a.”
The Plaintiff also alleged that “Due to their positions as officers and/or directors of VEREIT and participation in and/or awareness of the Company’s operations and/or intimate knowledge of the false statements contained in the 424B3, they had the power to influence and control and did influence and control, directly or indirectly, the decision making of the Company, including the content and dissemination of the various statements that plaintiff contends are false and misleading.”
Further, the Plaintiff alleged that “The Individual Defendants, Realty Income, and VEREIT OP had the ability to exercise control over and did control a person or persons who have each violated Section 14(a) of the Exchange Act and Rule 14a-9, by their acts and omissions as alleged herein. These defendants are liable pursuant to Section 20(a) of the Exchange Act.”
There are two claims for relief laid down by the Plaintiff. The first claim is against the individual defendants and VEREIT for violation of section 14(a) of the Exchange Act and Rule 14a-9. The second claim is against the individual defendants, Realty Income, and VEREIT OP for Violation of Section 20(a) of the Exchange Act.
In its prayer, the Plaintiff has requested the Court to pass a judgment for preliminarily and permanently enjoining defendants and all persons acting in concert with them from consummating the Proposed Merger and to pass an award for rescissory damages, in the event defendants consummate the Proposed Merger. Further, the Plaintiff requested the Court to pass an order declaring that defendants violated Sections 14(a) and/or 20(a) of the Exchange Act, as well as Rule 14a-9 promulgated thereunder and also grant costs of litigation.
This case summary may not reflect the current position of the parties to this litigation or the status of this case. Sign up to view the latest case updates and court documents.
Pending - Other Pending
REALTY INCOME CORPORATION
EUGENE A PINOVER
RAMS ACQUISITION SUB II, LLC
DAVID B HENRY
RAMS MD SUBSIDIARY I, INC
VEREIT OPERATING PARTNERSHIP, L.P.
HUGH R FRATER
JULIE G RICHARDSON
MARY HOGAN PREUSSE
JOSHUA H. GRABAR
Attorney at GRABAR LAW OFFICE
One Liberty Place, 1650 Market St Suite 3600
Philadelphia, PA 19103
Civil Cover Sheet
DocketSummons Issued as to PRISCILLA ALMODOVAR, HUGH R FRATER, DAVID B HENRY, RICHARD LIEB, EUGENE A PINOVER, MARY HOGAN PREUSSE, RAMS ACQUISITION SUB II, LLC, RAMS MD SUBSIDIARY I, INC, REALTY INCOME CORPORATION, JULIE G RICHARDSON, GLENN RUFRANO, SUSAN SKERRITT, VEREIT OPERATING PARTNERSHIP, L.P., VEREIT, INC.. E-MAILED To: COUNSEL on 7/8/21 (bw, ) (Entered: 07/08/2021)Read MoreRead Less
Docket(#1) COMPLAINT against All Defendants ( Filing fee $ 402 receipt number 0313-15232374.), filed by ALEX CICCOTELLI. (Attachments: #1 Civil Cover Sheet, #2 Designation Form)(GRABAR, JOSHUA) (Entered: 07/02/2021)Read MoreRead Less
Get Deeper Insights on Court Cases