Looking at the Class Action Complaint dated 18-Nov-08, I see a few intesting points:
Page 5: "...the Directors have the affirmative fiduciary obligation to obtain the hightes value reasonably available for the croporation's shareholders, and if such transaction will result in a change of corporate control, the shareholders are entitled to receive a significant premium."
Page 6 with reference to duties of loyalty and good faith of Directors of LandAmerica are obligated to refrain from: "participating in any transaction where the Directors or officers receive, or are entitled to receive, a personal financial benefit not equally shared by the public shareholders of the corporation, an/or unjustly enrighing themshelves at the expense or to the detriment of the public shareholders."
Page 6: "Defendants also owe the Company's stockholders a duty of truthfulness, which includes the disclosure of all material facts concerning the proposed Tranaction and particulary, the fairness of the price offered fo rthestockholders' equity interest."
Page 6: "Defendants are knowinly or rectlessly breaching their fiduciary duties of candor and good faith by failing to disclose all material information concerning the Proposed Transaction, and/or aiding and abetting orhter Defendants' breaches."
Page 7: "Plaintiff brings this action on its own behalf and as the class action on behalf of all owners of LandAmerica common stock and their successors in interest..."
It seems that some shareholders were a bit upset the last time around, then they went into Chapter 11. IMHO, I find the entering into Chapter 11 for only 2 of the 150 companies somewhat suspicious, as this generated a "cloud" to "hide" under. If the shareholders are not taken care of, IMHO, this will not go away...the fireworks will begin...
AI
