Fiduciary Duties
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GRND STOCK: Grindr Inc. Board Investigated for Breaches of Fiduciary Duties after $18 Deal Announced – Shareholders Notified to Contact BFA Law
Globenewswire· 2025-11-19 13:08
Core Viewpoint - Bleichmar Fonti & Auld LLP is investigating Grindr Inc.'s board of directors and majority stockholders for potential breaches of fiduciary duties related to a proposed take-private transaction that may disadvantage minority shareholders [1][5]. Group 1: Investigation Details - The investigation focuses on majority stockholders James Fu Bin Lu and George Raymond Zage, III, who are proposing a transaction to take Grindr private, potentially cashing out minority shareholders while retaining their ownership [3][5]. - On October 24, 2025, Lu and Zage offered to purchase minority shareholders' shares for $18.00 per share [3]. - There is no indication that the final deal will require a majority-of-the-minority stockholder vote, raising concerns about the effectiveness of the special committee appointed by the company [4]. Group 2: Legal Options for Shareholders - Current shareholders of Grindr are encouraged to seek additional information and may have legal options available to them [2][6]. - BFA Law operates on a contingency fee basis, meaning shareholders will not incur court costs or litigation expenses [6].
GES SECURITIES ALERT: Guess?, Inc. $16.75 Merger with Authentic Brands Triggers Investigation - Shareholders Notified to Contact BFA Law
Newsfile· 2025-11-10 11:08
Core Viewpoint - An investigation has been initiated into Guess?, Inc. regarding potential breaches of fiduciary duties by its board of directors and executive officers in connection with the company's pending sale to Authentic Brands Group LLC for $16.75 per share [2][6]. Company Overview - Guess is a fashion retailer with a global presence, operating over 1,500 retail stores and distribution operations in approximately 100 countries. The company was founded in 1981 by the Marciano family, who retain significant ownership [4]. Merger Details - The merger involves Paul Marciano and other investors negotiating to rollover their ownership in Guess, allowing them to own up to 49% of the new intellectual property holding company and 100% of the operating company post-closing [5]. Legal Investigation - Bleichmar Fonti & Auld LLP is investigating whether the board of directors, executive officers, and stockholders involved in the rollover have breached their fiduciary duties to shareholders in relation to the merger [6].
JAMF SECURITIES NOTICE: Jamf Holding Corp. Shareholders are Notified to Contact BFA Law about its Investigation into the $13.05 Take Private Sale
Newsfile· 2025-11-08 11:09
Core Viewpoint - Bleichmar Fonti & Auld LLP is investigating Jamf Holding Corp.'s board of directors for potential breaches of fiduciary duties related to a proposed take-private sale at $13.05 per share, which may be considered unfair to shareholders [2][4]. Group 1: Investigation Details - The investigation was prompted by Jamf's announcement on October 29, 2025, regarding its agreement to be acquired by Francisco Partners Management, L.P. for $13.05 per share, which may be viewed as an unfairly low offer [4]. - Vista Equity Partners owns 34.4% of Jamf's outstanding stock and has the right to appoint four out of nine board members, raising concerns about conflicts of interest in the transaction [5]. - The Jamf board did not form an independent special committee to assess the acquisition, and Vista has not been excluded from the stockholder vote on the deal [5][6]. Group 2: Legal Options for Shareholders - Current shareholders of Jamf are encouraged to seek additional information and may have legal options available to them regarding the proposed transaction [3][7]. - Bleichmar Fonti & Auld LLP operates on a contingency fee basis, meaning shareholders will not incur costs for court expenses or litigation [7].
GES SECURITIES ALERT: Guess?, Inc. $16.75 Merger with Authentic Brands Triggers Investigation – Shareholders Notified to Contact BFA Law
Globenewswire· 2025-11-07 13:36
Core Viewpoint - Bleichmar Fonti & Auld LLP is investigating Guess?, Inc.'s board of directors and executive officers for potential breaches of fiduciary duties to shareholders related to its pending sale to Authentic Brands Group LLC for $16.75 per share [1]. Company Overview - Guess is a fashion retailer with over 1,500 directly operated retail stores and distribution operations in approximately 100 countries, founded in 1981 by the Marciano family [3]. - Paul Marciano, one of the founders, remains on the Board and serves as the Chief Creative Officer [3]. Transaction Details - The Marciano family and other investors have negotiated to rollover their ownership in Guess to own up to 49% of the new intellectual property holding company and 100% of the operating company post-closing [4]. Legal Investigation - BFA Law is investigating whether the board of directors, executive officers, and/or stockholders involved in the rollover have breached fiduciary duties to shareholders in connection with the merger [5].
GES INVESTOR REMINDER: Guess?, Inc. Shareholders may have Rights in the Upcoming Authentic Brands Merger -- Contact BFA Law
Globenewswire· 2025-11-03 13:36
Core Viewpoint - Bleichmar Fonti & Auld LLP is investigating Guess?, Inc.'s board of directors and executive officers for potential breaches of fiduciary duties to shareholders related to its pending sale to Authentic Brands Group LLC for $16.75 per share [1]. Company Overview - Guess is a fashion retailer with over 1,500 directly operated retail stores and distribution operations in approximately 100 countries, founded in 1981 by the Marciano family [3]. - Paul Marciano, one of the founders, remains on the Board and serves as the Chief Creative Officer [3]. Transaction Details - Paul Marciano and other investors have negotiated to rollover their ownership in Guess to own up to 49% of the new intellectual property holding company and 100% of the operating company post-closing [4]. Investigation Focus - The investigation by BFA Law centers on whether Guess' board, executive officers, and stockholders involved in the rollover have breached fiduciary duties to shareholders in connection with the merger [5].
CVS INVESTIGATION: Bragar Eagel & Squire, P.C. Continues Investigation into CVS Health Corporation on Behalf of Long-Term Stockholders and Urges Investors to Contact the Firm
Globenewswire· 2025-10-16 21:23
Core Viewpoint - Bragar Eagel & Squire, P.C. is investigating potential claims against CVS Health Corporation due to allegations of misleading statements and financial mismanagement during a specified class period [2][3]. Summary by Sections Investigation Background - A class action complaint was filed against CVS on July 12, 2024, concerning actions taken between May 3, 2023, and April 30, 2024, focusing on potential breaches of fiduciary duties by CVS's board of directors [2]. Allegations - The complaint alleges that CVS made materially false and misleading statements regarding its business operations and compliance policies, including: - Ineffective forecasts for plan premiums that did not account for medical cost trends and healthcare utilization [3]. - Significant unaccounted expenses leading to overstated profitability in the Health Care Benefits segment [3]. - Insufficient revenues from other segments to offset financial impacts from increasing expenditures in the Health Care Benefits segment [3]. Financial Performance and Stock Impact - On August 2, 2023, CVS revised its diluted EPS guidance from $6.90-$7.12 to $6.53-$6.75, reporting a $1.4 billion (30.7%) decrease in operating income for the quarter ended June 30, 2023, primarily due to declines in the Health Care Benefits segment [3]. - Following this announcement, CVS's stock price fell by $2.04 (2.73%) to close at $72.32 on August 3, 2023 [3]. - On November 1, 2023, CVS again reduced its diluted EPS guidance to $6.37-$6.61, citing ongoing issues in the Health Care Benefits segment [3]. - On February 7, 2024, CVS revised its EPS guidance to at least $7.06 from at least $7.26, with adjusted EPS guidance lowered to at least $8.30 from at least $8.50, leading to a stock price drop of $0.96 (1.27%) to $74.36 on February 8, 2024 [3]. - On May 1, 2024, CVS reported $88.4 billion in revenue, missing expectations, and revised its full-year 2024 guidance significantly downward, resulting in a stock price decline of $11.40 (16.84%) to $56.31 [3]. Next Steps for Investors - Long-term stockholders of CVS are encouraged to contact Bragar Eagel & Squire for more information regarding their rights and potential claims [4].
GES SHAREHOLDER ALERT: Did the Guess?, Inc. Board Breach its Fiduciary Duties to Shareholders?
Globenewswire· 2025-10-16 12:16
Core Viewpoint - Bleichmar Fonti & Auld LLP is investigating Guess?, Inc.'s board of directors and executive officers for potential breaches of fiduciary duties to shareholders related to the company's pending sale to Authentic Brands Group LLC for $16.75 per share [1]. Company Overview - Guess is a fashion retailer with over 1,500 directly operated retail stores and distribution operations in approximately 100 countries, founded in 1981 by the Marciano family, who still own a significant portion of the company's stock [3]. - Paul Marciano, one of the founders, remains on the Board and serves as the Chief Creative Officer [3]. Transaction Details - Paul Marciano and other investors have negotiated to rollover their ownership in Guess to own up to 49% of the new intellectual property holding company and 100% of the operating company post-closing [4]. Investigation Focus - The investigation by BFA Law is centered on whether Guess' board of directors, executive officers, and stockholders involved in the rollover have breached their fiduciary duties to shareholders in connection with the merger [5].
GES STOCK NEWS: Guess?, Inc. Announces $16.75 Merger with Authentic Brands – Contact BFA Law about its Ongoing Investigation into the Board
Globenewswire· 2025-10-12 11:01
Core Viewpoint - Bleichmar Fonti & Auld LLP is investigating Guess?, Inc.'s board of directors and executive officers for potential breaches of fiduciary duties to shareholders related to its pending sale to Authentic Brands Group LLC for $16.75 per share [1]. Company Overview - Guess is a fashion retailer with over 1,500 directly operated retail stores and distribution operations in approximately 100 countries, founded in 1981 by the Marciano family, who still own a significant portion of the company's stock [3]. - Paul Marciano, one of the founders, remains on the board and serves as the Chief Creative Officer [3]. Transaction Details - Paul Marciano and other investors have negotiated to rollover their ownership in Guess to own up to 49% of the new intellectual property holding company and 100% of the operating company post-closing [4]. Investigation Focus - The investigation by BFA Law is centered on whether Guess' board of directors, executive officers, and stockholders involved in the rollover have breached their fiduciary duties to shareholders in connection with the merger [5].
VISA INVESTIGATION ALERT: Bragar Eagel & Squire, P.C. Continues Investigation into Visa Inc. on Behalf of Long-Term Stockholders and Encourages Investors to Contact the Firm
Globenewswire· 2025-10-08 18:50
Core Points - Bragar Eagel & Squire, P.C. is investigating potential claims against Visa Inc. following a class action complaint filed on November 20, 2024, concerning the period from November 16, 2023, to September 23, 2024 [1][2] - The lawsuit alleges that Visa made materially false and misleading statements regarding compliance with federal antitrust laws and internal controls [2] Investigation Details - The lawsuit claims that Visa was not in compliance with federal antitrust laws and lacked effective internal programs to assess compliance [2] - As a result of these alleged failures, the public statements made by Visa were deemed materially false and misleading [2] Next Steps - Long-term stockholders of Visa are encouraged to contact Bragar Eagel & Squire for more information regarding their rights and the ongoing investigation [3]
TEMPUS ALERT: Bragar Eagel & Squire, P.C. is Investigating Tempus AI, Inc. on Behalf of Long-Term Stockholders and Encourages Investors to Contact the Firm
GlobeNewswire News Room· 2025-08-14 22:49
Core Viewpoint - Bragar Eagel & Squire, P.C. is investigating potential claims against Tempus AI, Inc. following a class action complaint that alleges breaches of fiduciary duties by the company's board of directors during the specified class period [1][2]. Group 1: Allegations and Issues - The complaint alleges that Tempus inflated the value of contract agreements, many of which were with related parties and included non-binding opt-ins or were self-funded [2]. - Concerns were raised regarding the credibility of Tempus' joint venture with SoftBank, suggesting it appeared to involve "round-tripping" capital to create revenue [2]. - The business model of Tempus-acquired Ambry is criticized for aggressive and potentially unethical billing practices, risking scrutiny and sustainability [2]. - AstraZeneca reportedly reduced its financial commitments to Tempus through a questionable "pass-through payment" arrangement [2]. - These issues collectively indicate weaknesses in Tempus' core operations and revenue prospects [2]. Group 2: Financial Impact - Following the release of a report by Spruce Point Capital Management that raised significant concerns about Tempus' management and financial reporting, the stock price of Tempus fell by $12.67 per share, or 19.23%, from $65.87 to $53.20 on May 28, 2025 [3][4]. Group 3: Legal and Contact Information - Long-term stockholders of Tempus are encouraged to contact Bragar Eagel & Squire for discussions regarding their legal rights and potential claims [1][5]. - The law firm specializes in representing individual and institutional investors in complex litigation across various courts [6].