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Brier Dudley's blog

Brier Dudley offers a critical look at technology and business issues affecting the Northwest.

September 18, 2008 at 3:40 PM

Greenfield shareholder sues Microsoft over acquisition

On Sept. 15 a shareholder in consumer shopping site Greenfield filed a class-action lawsuit opposing its acquisition by Microsoft, which announced Aug. 29 it was buying the Connecticut company for $486 million.

Microsoft disclosed the suit in a filing today with the SEC. An excerpt:

“On September 15, 2008, a purported stockholder of Greenfield filed a class action complaint in Connecticut Superior Court, Hartford Judicial District, docketed as Craig Ginman v. Joel R. Mesznik, Albert A. Angrisani, Burton J. Manning, Lise J. Buyer, Charles W. Stryker, Joseph A. Ripp, Microsoft Corporation, Crisp Acquisition Corp., and Greenfield Online, Inc. (the “Ginman Action”), against Greenfield, its directors, Microsoft and the Purchaser. The Ginman Action purports to be brought individually and on behalf of all public stockholders of Greenfield. The Ginman Action alleges that Greenfield’s director defendants breached their fiduciary duties to Greenfield’s stockholders in connection with the Offer, and that Microsoft and the Purchaser aided and abetted such alleged breach of the Greenfield director defendants’ fiduciary duties. Based on these allegations, the Ginman Action seeks, among other relief, a judgment: declaring the Ginman Action to be a class action; enjoining defendants, temporarily and permanently, from taking any steps necessary to accomplish or implement the acquisition of Greenfield, including the Offer, pending a proper sale process unimpaired by improper provisions; enjoining, temporarily and permanently, any material transactions or changes to Greenfield’s business and assets unless and until a proper process is conducted to evaluate Greenfield’s strategic alternatives; declaring that the proposed Merger is in breach of defendants’ fiduciary duties and, therefore, any agreement arising therefrom is unlawful and unenforceable; requiring defendants to fully disclose all material information regarding the Merger; to the extent, if any, that the Merger complained of is consummated prior to entry of final judgment, rescinding the transaction or awarding damages to the class; awarding to plaintiff the costs and disbursements of the Ginman Action, including a reasonable allowance for fees and expenses incurred by plaintiff’s attorneys and experts; and awarding plaintiff and the class pre- and post-judgment interest.”

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