Search

Attributes

This case was last updated from PACER on 05/24/2021 at 08:43:13 (UTC).

MILES v. COOPER TIRE & RUBBER COMPANY et al

Case Summary

 

On March 25, 2021, Jeffrey Miles (“Plaintiff”), represented by Zachary Halper of Halper Sadeh LLP filed a Civil enforcement action against Cooper Tire & Rubber Company (“Cooper Tire” or the “Company”), and its Board of Directors (the “Board” or the “Individual Defendants”), seeking permanent injunctive relief and rescissory for violation of the federal Securities Law. This case was filed in U.S. District Court in the District of New Jersey with Judge James B. Clark and Judge John M. Vazquez presiding.

 

Plaintiff in its complaint alleged that “On February 22, 2021, Cooper Tire and Goodyear announced that they had entered into a definitive agreement whereby Goodyear would acquire Cooper Tire for $41.75 per share in cash and a fixed exchange ratio of 0.907 shares of Goodyear common stock per Cooper share.”

 

Plaintiff further alleged that “The Registration Statement, which recommends that Cooper Tire shareholders vote in favor of the Proposed Transaction, omits and/or misrepresents material information concerning: (i) the Company’s, Goodyear’s, and the pro forma financial projections; (ii) potential conflicts of interest involving the Company’s financial advisor, Goldman Sachs & Co. LLC (“Goldman”); and (iii) the sales process leading up to the Proposed Transaction; and (iv) the financial analyses performed by Goldman in connection with its fairness opinion. Plaintiff also alleged that “ all of the projections provided to the Board and/or Goldman must be disclosed to shareholders, not “portions” of the financial projections. Furthermore, with respect to the Cooper Tire Projections that had been disclosed, the Registration Statement misleadingly omits: (1) all line items underlying (i) Revenue, (ii) EBITDA, (iii) Total Capex, and (iv) Unlevered Free Cash Flow; (2) the Company’s net income projections; and (3) a reconciliation of all non-GAAP to GAAP financial metrics.”

 

Plaintiff further alleged that “The Registration Statement omits material information concerning potential conflicts of interest involving Goldman. The Registration Statement provides that Goldman delivered a relationship disclosure letter to Cooper Tire on November 23, 2020, which for some reason had to be updated nearly two months later on January 21, 2021 and again on February 16, 2021. The Registration Statement, however, fails to disclose a fair summary of the letters, including whether the letter(s) disclosed any potential conflicts of interest involving Goldman at various stages of the sales process.” 

 

There are two claims for relief laid down by Plaintiff. The first claim is for alleged violations of Section 14(a) and Rule 14a-9 Promulgated Thereunder Against All Defendants and the second claim is for alleged violations of Section 20(a) of the Exchange Act Against the Individual Defendants.

 

In the prayer for relief, Plaintiff has requested the court to pass judgment for Preliminarily and permanently enjoining Defendants and all persons acting in concert with them from proceeding with, consummating, or closing the Proposed Transaction until Defendants disclose and disseminate the material information identified above to Company shareholders; In the event Defendants consummate the Proposed Transaction, rescinding it and setting it aside or awarding rescissory damages;  Plaintiff further requested the court to declaring that Defendants violated Sections 14(a) and 20(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder; Awarding Plaintiff reasonable costs and expenses incurred in this action, including counsel fees and expert fees.

 

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.

Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    2:21-CV-06762

  • Filing Date:

    03/25/2021

  • Case Status:

    Pending - Other Pending

  • Case Type:

    Finance - Security/Commodity/Exchange

  • Court:

    U.S. District Courts

  • Courthouse:

    New Jersey District

Judge Details

Referral Judge

James B. Clark

Presiding Judge

John Michael Vazquez

 

Party Details

Plaintiff

JEFFREY MILES

Defendants

COOPER TIRE & RUBBER COMPANY

JOHN J. HOLLAND

TRACEY I. JOUBERT

TYRONE M. JORDAN

BRIAN C. WALKER

KATHRYN P. DICKSON

STEVEN M. CHAPMAN

SUSAN F. DAVIS

ROBERT D. WELDING

GARY S. MICHEL

BRADLEY E. HUGHES

Attorney/Law Firm Details

Plaintiff Attorney

ZACHARY HALPER

Attorney at HALPER SADEH LLP

186 Darwin Lane

North Brunswick, NJ 08902

 

Court Documents

#4

(#4) SUMMONS ISSUED as to STEVEN M. CHAPMAN, COOPER TIRE & RUBBER COMPANY, SUSAN F. DAVIS, KATHRYN P. DICKSON, JOHN J. HOLLAND, BRADLEY E. HUGHES, TYRONE M. JORDAN, TRACEY I. JOUBERT, GARY S. MICHEL, BRIAN C. WALKER, ROBERT D. WELDING. Attached is the official court Summons, please fill out Defendant and Plaintiffs attorney information and serve. (sm) (Entered: 04/08/2021)

#3

(#3) Corporate Disclosure Statement by JEFFREY MILES. (HALPER, ZACHARY) (Entered: 03/25/2021)

#2

(#2) Request for Summons to be Issued by JEFFREY MILES as to STEVEN M. CHAPMAN, COOPER TIRE & RUBBER COMPANY, SUSAN F. DAVIS, KATHRYN P. DICKSON, JOHN J. HOLLAND, BRADLEY E. HUGHES, TYRONE M. JORDAN, TRACEY I. JOUBERT, GARY S. MICHEL, BRIAN C. WALKER, ROBERT D. WELDING. (HALPER, ZACHARY) (Entered: 03/25/2021)

1 #1

Civil Cover Sheet

#1

(#1) COMPLAINT against STEVEN M. CHAPMAN, COOPER TIRE & RUBBER COMPANY, SUSAN F. DAVIS, KATHRYN P. DICKSON, JOHN J. HOLLAND, BRADLEY E. HUGHES, TYRONE M. JORDAN, TRACEY I. JOUBERT, GARY S. MICHEL, BRIAN C. WALKER, ROBERT D. WELDING ( Filing and Admin fee $ 402 receipt number ANJDC-12306417) with JURY DEMAND, filed by JEFFREY MILES. (Attachments: #1 Civil Cover Sheet)(HALPER, ZACHARY) (Entered: 03/25/2021)

 

Docket Entries

  • 04/08/2021
  • View Court Documents
  • Docket(#4) SUMMONS ISSUED as to STEVEN M. CHAPMAN, COOPER TIRE & RUBBER COMPANY, SUSAN F. DAVIS, KATHRYN P. DICKSON, JOHN J. HOLLAND, BRADLEY E. HUGHES, TYRONE M. JORDAN, TRACEY I. JOUBERT, GARY S. MICHEL, BRIAN C. WALKER, ROBERT D. WELDING. Attached is the official court Summons, please fill out Defendant and Plaintiffs attorney information and serve. (sm) (Entered: 04/08/2021)

    Read MoreRead Less
  • 03/29/2021
  • DocketCase assigned to Judge John Michael Vazquez and Magistrate Judge James B. Clark. (jr) (Entered: 03/29/2021)

    Read MoreRead Less
  • 03/25/2021
  • View Court Documents
  • Docket(#3) Corporate Disclosure Statement by JEFFREY MILES. (HALPER, ZACHARY) (Entered: 03/25/2021)

    Read MoreRead Less
  • 03/25/2021
  • View Court Documents
  • Docket(#2) Request for Summons to be Issued by JEFFREY MILES as to STEVEN M. CHAPMAN, COOPER TIRE & RUBBER COMPANY, SUSAN F. DAVIS, KATHRYN P. DICKSON, JOHN J. HOLLAND, BRADLEY E. HUGHES, TYRONE M. JORDAN, TRACEY I. JOUBERT, GARY S. MICHEL, BRIAN C. WALKER, ROBERT D. WELDING. (HALPER, ZACHARY) (Entered: 03/25/2021)

    Read MoreRead Less
  • 03/25/2021
  • View Court Documents
  • Docket(#1) COMPLAINT against STEVEN M. CHAPMAN, COOPER TIRE & RUBBER COMPANY, SUSAN F. DAVIS, KATHRYN P. DICKSON, JOHN J. HOLLAND, BRADLEY E. HUGHES, TYRONE M. JORDAN, TRACEY I. JOUBERT, GARY S. MICHEL, BRIAN C. WALKER, ROBERT D. WELDING ( Filing and Admin fee $ 402 receipt number ANJDC-12306417) with JURY DEMAND, filed by JEFFREY MILES. (Attachments: #1 Civil Cover Sheet)(HALPER, ZACHARY) (Entered: 03/25/2021)

    Read MoreRead Less
related-case-search

Dig Deeper

Get Deeper Insights on Court Cases


Latest cases where Cooper Tire & Rubber Company is a litigant

Latest cases represented by Lawyer ZACHARY HALPER