Parshall v. Cooper Tire & Rubber Company et al

On April 6, 2021, James Parshall (“Plaintiff”), represented by Brian D. Long of Long Law, LLC filed a civil action against Cooper Tire & Rubber Company (“Cooper” or the “Company”), John I. Holland, Bradley E. Hughes, Steven M. Chapman and others (the “Board” or the “Individual Defendants”) (collectively, Defendants), seeking Preliminary & Permanent injunctive relief for the alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 by Defendants. This case was filed in the U.S. District Court for the District of Delaware with Judge Richard G. Andrews presiding. 

In the complaint, the Plaintiff alleged that “On April 2, 2021, Cooper filed a Schedule 14A Definitive Proxy Statement (the “Proxy Statement”) with the SEC which recommends that Cooper stockholders vote in favor of the Proposed Transaction, pursuant to which Cooper will be acquired by The Goodyear Tire & Rubber Company (“Goodyear”) through Goodyear’s wholly-owned subsidiary Vulcan Merger Sub Inc. (“Merger Sub”) (the “Proposed Transaction”) and Cooper shareholders will receive (i) $41.75 in cash, and (ii) 0.907 shares of Goodyear common stock for each Cooper share they own (the “Merger Consideration”) but omits or misrepresents material information concerning, among other things: (i) the financial projections for Cooper, Goodyear, and the pro forma company, and the data and inputs underlying the valuation analyses performed by the Company’s financial advisor, Goldman Sachs & Co. LLC (“Goldman”); (ii) the background of the Proposed Transaction; and (iii) potential conflicts of interest faced by Company insiders.”

It is further alleged by the Plaintiff that “The Individual Defendants were aware of their duty to disclose the above-referenced omitted information and acted negligently (if not deliberately) in failing to include this information in the Proxy Statement. Absent disclosure of the foregoing material information prior to the deadline to exercise appraisal rights in connection with the Proposed Transaction, Plaintiff and the other Cooper stockholders will be unable to make an informed voting or appraisal decision on the Proposed Transaction and are thus threatened with irreparable harm warranting the injunctive relief sought herein.”

There are two claims for relief laid down by Plaintiff. The first claim is against all Defendants for alleged violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. The second claim is against the individual Defendants for alleged violations of Section 20(a) of the Exchange Act for wilfully giving misleading, false proxy statements to attract the vote of stockholders.

In their prayer for relief, the Plaintiff has requested the court to preliminarily and permanently enjoin defendants and all persons acting in concert with them from proceeding with, consummating, or closing the Proposed Transaction and any vote on the Proposed Transaction, unless and until defendants disclose and disseminate the material information identified above to Tilray stockholders; rescinding it and setting it aside or awarding rescissory damages to Plaintiff; Declaring that defendants violated Sections 14(a) and/or 20(a) of the Exchange Act, as well as SEC Rule 14a-9 promulgated thereunder; the costs of this action, including a reasonable allowance for Plaintiff’s attorneys’ and experts’ fees.

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