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Shareholder Alert: The Ademi Firm investigates whether Semrush Holdings Inc. is obtaining a Fair Price for its Public Shareholders
Prnewswire· 2025-11-19 18:10
We specialize in shareholder litigation involving buyouts, mergers, and individual shareholder rights. For more information, please feel free to call us. Attorney advertising. Prior results do not guarantee similar outcomes. Accessibility StatementSkip Navigation MILWAUKEE, Nov. 19, 2025 /PRNewswire/ -- The Ademi Firm is investigating Semrush (NYSE: SEMR) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with Adobe. Click here to learn how to join our ...
Johnson Fistel Investigates Semrush (SEMR) Shareholders' Rights Following Adobe's $12 Buyout Offer
Globenewswire· 2025-11-19 17:07
Core Viewpoint - Johnson Fistel, PLLP has initiated an investigation into potential breaches of fiduciary duties by the board members of Semrush Holdings, Inc. regarding the proposed sale of the company to Adobe, Inc. [1] Company Overview - Semrush Holdings, Inc. has entered into a definitive merger agreement with Adobe, where shareholders will receive $12.00 per share in cash for each share of common stock owned [6] - The proposed acquisition price of $12.00 per share is below Semrush's 52-week high of $18.74, and a Wall Street analyst has set a target price of $21 per share [6] Legal Context - The investigation by Johnson Fistel focuses on whether the proposed transaction undervalues Semrush shares, and shareholders are encouraged to participate in the investigation if they believe their investment is undervalued [2]
Johnson Fistel Investigates Potential Board Fiduciary Duty Breaches in the Sealed Air Buyout
Globenewswire· 2025-11-17 17:19
SAN DIEGO, Nov. 17, 2025 (GLOBE NEWSWIRE) -- Shareholder rights law firm Johnson Fistel, PLLP has launched an investigation into whether the board members of Sealed Air Corporation (NYSE: SEE) breached their fiduciary duties in connection with the proposed sale of the company to CD&R. If you own Sealed Air shares and believe this proposed transaction undervalues your investment, please consider joining our investigation. To participate or learn more, you can click or copy and paste the following link:https: ...
Shareholder Alert: The Ademi Firm investigates whether TreeHouse Foods Inc. is obtaining a Fair Price for its Public Shareholders
Prnewswire· 2025-11-10 16:24
Core Viewpoint - The Ademi Firm is investigating TreeHouse Foods for potential breaches of fiduciary duty and other legal violations related to its transaction with Investindustrial, which involves a cash payment and contingent value rights for shareholders [1][3]. Transaction Details - TreeHouse Foods shareholders will receive $22.50 per share in cash, amounting to an equity value of $1.2 billion, along with one contingent value right per share that entitles holders to 85% of net proceeds from ongoing litigation against Keurig Green Mountain concerning antitrust claims in the single-serve coffee market [2]. - The transaction includes significant benefits for TreeHouse Foods insiders as part of change of control arrangements [2]. Board Conduct - The transaction agreement imposes a significant penalty on TreeHouse Foods for accepting competing bids, which raises concerns about the board of directors' fulfillment of their fiduciary duties to all shareholders [3].
Johnson Fistel Investigates Potential Board Fiduciary Duty Breaches in the TreeHouse Foods Buyout
Globenewswire· 2025-11-10 15:32
Core Viewpoint - Johnson Fistel, PLLP has initiated an investigation into TreeHouse Foods, Inc. regarding potential breaches of fiduciary duties by its board members in relation to the proposed sale of the company to Investindustrial [1]. Summary by Sections Proposed Transaction - On November 10, 2025, TreeHouse Foods announced a definitive merger agreement with Investindustrial, where shareholders will receive $22.50 per share in cash and one non-transferable Contingent Value Right (CVR) per common share [3]. - The proposed acquisition price of $22.50 per share is significantly lower than TreeHouse Foods' 52-week high of $40.77, with a Wall Street analyst setting a target price of $31 per share [4]. Investigation Details - Shareholders who believe the proposed transaction undervalues their investment are encouraged to join the investigation led by Johnson Fistel [2]. Firm Background - Johnson Fistel, PLLP is a nationally recognized law firm specializing in shareholder rights, with a strong track record in securities class action lawsuits [5]. - In 2024, the firm was ranked among the Top 10 Plaintiff Law Firms, recovering approximately $90.725 million for clients in cases where it served as lead or co-lead counsel [6].
How Tesla has prepared to defend Musk's mega pay package from legal challenges
Business Insider· 2025-11-07 10:55
Core Points - Tesla shareholders approved Elon Musk's $1 trillion pay package with a 75% margin, positioning him to potentially become the world's first trillionaire if he meets specific goals [1] - The approval follows the rejection of Musk's previous $56 billion pay package by a Delaware judge, which was influenced by a lawsuit from a small shareholder [2][5] - Tesla has relocated its legal home from Delaware to Texas, where new laws make it more challenging for small shareholders to initiate legal actions against the company [2][3] Legal Changes - Texas passed SB 29 and SB 1057, which impose stricter requirements for shareholders to bring legal challenges, including proving directors acted in bad faith and owning at least 3% of shares to file a lawsuit [3][4] - Tesla incorporated the 3% ownership threshold into its bylaws, significantly limiting the number of shareholders who can challenge board decisions [4][14] - Legal experts indicate that the new Texas laws provide heightened protections for company directors, making it difficult for shareholders to contest Musk's pay package [6][11][12] Implications for Corporate Law - The shift in corporate law is seen as a broader trend where companies are moving to states with more favorable regulations for directors, limiting shareholder rights [15][16] - The changes in Delaware's corporate law also reflect a competitive landscape among states to attract large corporations by offering director-friendly statutes [16][17]
Shareholder Alert: The Ademi Firm investigates whether Brighthouse Financial Inc. is obtaining a Fair Price for its Public Shareholders
Prnewswire· 2025-11-06 17:11
Core Viewpoint - The Ademi Firm is investigating Brighthouse Financial for potential breaches of fiduciary duty related to its transaction with Aquarian Capital, which involves a cash offer of $70.00 per share, totaling approximately $4.1 billion [1][2]. Group 1: Transaction Details - Brighthouse Financial shareholders will receive $70.00 per share in an all-cash transaction valued at approximately $4.1 billion [2]. - The transaction agreement imposes significant penalties on Brighthouse Financial if it accepts competing bids, which raises concerns about the board's fiduciary duties [3]. Group 2: Investigation Focus - The investigation by the Ademi Firm centers on whether the Brighthouse Financial board of directors is fulfilling their fiduciary duties to all shareholders amidst the transaction [3].
Shareholder Alert: The Ademi Firm continues to investigate whether International Money Express Inc. is obtaining a Fair Price for its Public Shareholders
Prnewswire· 2025-11-03 16:24
Core Points - The Ademi Firm is investigating Intermex for potential breaches of fiduciary duty and other legal violations related to its transaction with Western Union [1][3] - In the tender offer, Intermex shareholders will receive $16.00 per share, totaling approximately $500 million in equity and enterprise value [2] - The transaction agreement restricts competing offers for Intermex by imposing significant penalties for accepting alternative bids, raising concerns about the board's fiduciary responsibilities [3] Company and Industry Summary - The investigation by the Ademi Firm focuses on the conduct of Intermex's board of directors regarding their obligations to shareholders during the transaction process [3] - The deal structure includes substantial benefits for Intermex insiders as part of the change of control arrangements, which may further complicate the fiduciary duty considerations [2]
Guess?, Inc. Shareholders Unhappy With Proposed Merger Should Contact Julie & Holleman LLP Regarding Potential Legal Claims
Globenewswire· 2025-11-03 14:11
Core Viewpoint - Julie & Holleman LLP is investigating the proposed acquisition of Guess?, Inc. by a group led by co-founders Maurice and Paul Marciano and CEO Carlos Alberini, expressing concerns that the $16.75 per share deal price is too low [1][5]. Company Overview - Guess? is a global fashion and lifestyle brand founded in 1981 by the Marciano brothers, who took the company public in 1996 and have maintained control since then [2]. Stock Performance - Guess?'s stock price has significantly declined from above $30 in mid-2024 to below $10 in early 2025, indicating a challenging market environment [3]. Acquisition Details - On August 20, 2025, it was announced that the Marciano brothers, CEO Alberini, and Authentic Brands Group will take Guess? private for $16.75 per share, with the management team continuing to run the operating company while Authentic Brands will own its intellectual property [4]. Legal Concerns - Julie & Holleman is pursuing potential claims regarding the fairness of the acquisition deal, highlighting conflicts of interest as key insiders will remain with the company while public shareholders are being cashed out at what appears to be a significantly undervalued price [5].
IOVANCE INVESTIGATION REMINDER: Bragar Eagel & Squire, P.C. Continues Investigation on Behalf of Long-Term Iovance, Inc. Stockholders
Globenewswire· 2025-10-29 12:15
Core Viewpoint - Bragar Eagel & Squire, P.C. is investigating potential claims against Iovance Biotherapeutics, Inc. due to a class action complaint alleging breaches of fiduciary duties by the company's board of directors during the specified class period from May 9, 2024, to May 8, 2025 [1][6]. Company Summary - Iovance Biotherapeutics, Inc. is facing scrutiny following a class action complaint filed on May 15, 2025, which claims that the company provided misleading statements regarding its growth potential and was not adequately prepared to meet demand for its treatments [1][6]. - The company announced its financial results for Q2 of fiscal 2024 on July 25, 2024, and subsequently lowered its revenue guidance for the full fiscal year 2024 due to several factors, including maintenance issues and lower-than-expected sales [6]. - Following the announcement of reduced guidance, Iovance's stock price experienced a significant decline, dropping from $3.17 per share on May 8, 2025, to $1.75 per share on May 9, 2025, marking a decrease of approximately 44.8% in just one day [6].