On April 5, 2021, Rosenfeld Family Foundation (“Plaintiff’) represented by Brian D. Long of Long Law, LLC filed a Civil enforcement action against Cooper Tire & Rubber Company (“Cooper” or the “Company”), John I. Holland, Bradley E. Hughes, Steven M. Chapman and others (“Board” or the “Individual Defendants”) (collectively, Defendants), seeking Permanent injunctive relief for the 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 their 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 favour 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 the 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; and the costs of this action, including a reasonable allowance for Plaintiff’s attorneys’ and experts’ fees.
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Pending - Other Pending
U.S. District Courts
Richard G. Andrews
Rosenfeld Family Foundation
Cooper Tire & Rubber Company
John J. Holland
Tracey I. Joubert
Tyrone M. Jordan
Kathryn P. Dickson
Steven M. Chapman
Susan F. Davis
Robert D. Welding
Gary S. Michel
Bradley E. Hughes
Brian C. Walker
Brian D. Long
Attorney at Long Law, LLC
3828 Kennett Pike, Suite 208
Wilmington, DE 19807
(#2) Notice, Consent and Referral forms re: U.S. Magistrate Judge jurisdiction. (mal) (Entered: 04/06/2021)
Civil Cover Sheet
(#1) COMPLAINT filed with Jury Demand 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 - Magistrate Consent Notice to Pltf. ( Filing fee $ 402, receipt number ADEDC-3586114.) - filed by Rosenfeld Family Foundation. (Attachments: #1 Civil Cover Sheet)(mal) (Entered: 04/06/2021)
DocketCase Assigned to Judge Richard G. Andrews. Please include the initials of the Judge (RGA) after the case number on all documents filed. (rjb) (Entered: 04/07/2021)Read MoreRead Less
DocketNo Summons Issued. (mal) (Entered: 04/06/2021)Read MoreRead Less
Docket(#2) Notice, Consent and Referral forms re: U.S. Magistrate Judge jurisdiction. (mal) (Entered: 04/06/2021)Read MoreRead Less
Docket(#1) COMPLAINT filed with Jury Demand 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 - Magistrate Consent Notice to Pltf. ( Filing fee $ 402, receipt number ADEDC-3586114.) - filed by Rosenfeld Family Foundation. (Attachments: #1 Civil Cover Sheet)(mal) (Entered: 04/06/2021)Read MoreRead Less
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