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Case ID: 3444 | Stocks | 06/01/2004
The parties have reached a tentative $6.25 million settlement in several consolidated class actions filed against Berkshire Realty Company, Inc., (formerly NYSE:BRI) and certain of its officers and directors by stockholders who purchased the company's common stock between June 21, 1999, and October 15, 1999. The actions claim that the defendants violated federal securities laws by breaching their fiduciary duties when they engineered a going-private, cash-out merger transaction in 1996 and 1997. The court-order notice of settlement does not specify a claims deadline -- persons eligible to take part in the settlement should contact attorneys for the class as soon as possible.
The actions allege that Berkshire followed a complex path towards its goal of going private. On February 28, 1996, its Board of Directors approved the acquisition by BRI OP Limited Partnership of the then-existing workforce and other assets of Berkshire Realty Advisors, LP. Berkshire was a partner in BRI OP. On February 26, 1997, the Berkshire Board approved the acquisition by BRI OP of the then-existing workforce and other assets of Berkshire Property Management. On September 25, 1997, the Berkshire Board approved the sale of 2,337,000 shares of Berkshire’s Series 1997-A Convertible Preferred Stock to Westbrook Real Estate Partners, LLC. Then, on April 13, 1999, the Berkshire Board approved a merger agreement among Berkshire and Berkshire Realty Holdings, LP and its wholly-owned subsidiary, BRI Acquisition, LLC. This merger was the going-private, cash-out merger transaction -- Berkshire’s stockholders, who did not seek appraisal, received $12.25 per share in the transaction. Berkshire GP, WXI/BRH Gen-Par, LLC (known as Whitehall GP), and BRE/Berkshire GP L.L.C. (known as Blackstone GP) are now general partners of BRH. The company publicly announced the merger agreement in a press release dated April 14, 1999. The action alleges that: (1) the individual defendants breached their fiduciary duties of good faith, loyalty, care, and disclosure in connection with the transaction; (2) Defendant Douglas Krupp breached his fiduciary duties by engaging in unfair self-dealing; (3) BRI and BRH aided and abetted these alleged breaches of fiduciary duties by the individual defendants and Douglas Krupp; (4) the individual defendants and Berkshire violated Berkshire’s Charter; and (5) the individual defendants are not entitled to be indemnified by Berkshire for the costs of their defense to the allegations of the lawsuit. Other details of the settlement were not available as of May 31, 2004. The settlement will not be effective until the court grants it final approval. The court has scheduled a hearing on the matter for August 10, 2004. At Lawcash.com, it is our goal to keep you informed about important legal cases, class actions and settlements. Our lawyers offer free legal evaluations in tort cases, class actions, personal injury, and other lawsuits because we are dedicated to helping you resolve your legal complaints. Other Stocks Cases of Interest A class action has been filed against StarTek, Inc. (NYSE:SRT), certain of its officers and directors by stockholders who purchased the company's common stock between February 26, 2003 and May 05, 2005. The action claims that the defendants violated federal securities laws by issuing a series of material misrepresentations to the market over this time period, thereby artificially inflating the price of the company's securities. The stockholders seek to recover compensatory damages for the loss of value of their stock. A class action has been filed against biopharmaceutical company InterMune, Inc. (Nasdaq: ITMN) and certain of its officers and directors by stockholders who purchased the company's common stock between January 6 and June 11, 2003. On April 01, 2008, a notice of non-opposition in regards to the amended motion of the institutional investors group for the appointment of lead plaintiff and lead counsel was filed by Bankinter Gestion De Activos. Just as quickly, minutes of order explaining about the possible dismissal due to the absence of show cause was entered on May 23, 2008. Hence, the court ordered the plaintiffs to show cause why this action should not be dismissed for lack of prosecution and a time frame for submitting related materials has been set.
Several class actions have been filed against drug company aaiPharma, Inc. (Nasdaq: AAII) and certain of its officers and directors by stockholders who purchased the company's common stock between July 23, 2003, through Feb. 4, 2004. The actions claim that the defendants violated federal securities laws by issuing a series of material misrepresentations to the market over this time period, thereby artificially inflating the price of the company's securities. Several class actions have been filed against mutual fund manager Merrill Lynch & Company, Inc., (various stock symbols) and certain of its officers and directors by stockholders who purchased shares or other ownership units of any of the mutual funds carrying the "Merrill Lynch" brand name through Merrill Lynch, Pierce, Fenner & Smith, Inc., acting as broker between May 20, 1999, and the present. The actions claim that the defendants violated federal securities laws by failing to disclose that the company systematically applied incentives and demerits to induce the brokerage’s mid-level managers to maximize sales of Merrill Lynch funds. On June 19, 2008, an Order in regards to early settlement was entered. A stipulation and Order was entered on July 02, 2008 and the case is closed. However, this matter is remanded to the Superior Court of Washington for King County.
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