The class has been certified in an action filed against the Minnesota Corn Processors (MCP) Board of Directors on behalf of all individuals holding MCP Class A shares prior to September 5, 2002, and the who had the right to vote in connection with the 2002 $400 million merger between MCP and Archer Daniels Midland (ADM). The action alleges that the Board hid the fact that they were profiting from the merger illegally while shareholders would only make a fraction of what their shares were worth in the transaction. The action seeks unspecified compensatory damages.

During the merger process, numerous MCP unit holders allegedly raised questions, asking why the process was being so rushed; whether ADM's offer was fair; who might receive special compensation for the sale; and why the officers were pushing a sale when only months earlier the CEO walked into the shareholder meeting, accompanied by background music, announcing, “I feel good.'' According to the lawsuit, the officers refused to answer those questions directly. In fact, some directors who raised such questions were forced out of meetings, threatened with lawsuits and ridiculed publicly.

In its ruling certifying the class, the court noted, “Plaintiffs allege that defendants breached fiduciary duties to all shareholders by diverting shareholder value to defendants' personal gain. The breach alleged by plaintiffs, if proven, would have affected all MCP Class A shareholders in the same manner. Consideration that should have been paid to the shareholders was instead, according to plaintiffs, wrongfully diverted by defendants to their personal use.'' Additionally, the court commented that the class definition might be expanded in the future to reach to the MCP Directors who also were denied access to meaningful information and experienced financial losses due to the alleged misconduct.

The suit could involve as many as 5,500 plaintiffs and seek more than $15 million. Nine former MCP officials, including the company's chief executive officer, are named as defendants. No ADM officials were named in the suit. ADM, one of the world's largest processors of soybeans, corn, wheat and cocoa, acquired MCP for over $700 million, or $2.90 per share. That's what the merger paid MCP shareholders-- $2.90 per share. With about 136 million MCP shares outstanding at the time of the merger, any upward adjustment in the per-share payment could bring the plaintiffs a settlement that is much more than $15 million sought from the MCP officials.