I don't agree with your assumptions
1. They won't give up the shell. That deal is done.
2. Why would abandoning the RS result in a class action lawsuit? Who would sue them? They could cancel the RS and follow the HUMB-L approach by issuing convertible preferred stock to existing TDS shareholders (ie. shareholders of the private company and management) and continue with the plan to issue shares to whatever merger counterparties they've lined up. The RS was principally a way to boost the stock price to meet NASDAQ-listing standards (if you communicate with the IR person, this will become evident). It was also a way to lower the shell ownership %, but that can be accomplished in much more shareholder friendly ways (like I described). I'm not saying that they will cancel the RS (though I firmly believe it's the best alternative), but they could at least reduce the ratio, which would be positive for all stakeholders.
I would argue the stock price move pre-RS bomb was completely justified based on the information communicated and the valuation of the public comps (major ones trading at valuations ranging from $15bn to $80bn). They told us about two huge deals (US B2B database, Creditsafe) and we knew they were raising private capital presumably at a valuation above $150mm prior to even announcing those deals. Investors buying the stock had no reasonable way of knowing they'd do a RS, particularly given the small SS and float. It made no sense and was obviously value destructive. Even their favorite shareholder (guy on twitter that did the investor call) was buying stock at $1.75 and had to average down.
I don't know how they resolve this, but there are much more shareholder friendly ways than you suggest. We'll see if they get proper advice and act on it.
