Cases & Deals

Harman International Industries obtains plaintiff's voluntary discontinuance of shareholder class action

Client(s) Harman International Industries, Incorporated

Jones Day represented Harman International Industries, Incorporated and certain of its officers and directors in this class action lawsuit that was filed on May 8, 2007 in the Superior Court of the District of Columbia. The lawsuit was brought on behalf of all common stockholders of Harman and alleged that Harman's directors breached their fiduciary duties by entering into a merger agreement with an entity owned by Kohlberg Kravis Roberts & Co. L.P. and GS Capital Partners. The Second Amended Complaint alleged that the consideration to be offered to Harman stockholders under the merger agreement is "inadequate" and that the merger agreement "inequitably favors . . . insiders" of Harman. The complaint also alleged that the termination fee in the merger agreement was excessive, that Harman's directors purportedly would not "fairly and adequately" evaluate any alternative bids, and that the provision in the merger agreement that allowed Harman to solicit proposals for alternative bidders during a 50-day period ending in June 2007 was "illusory." Finally, the Second Amended Complaint alleged that the disclosures contained in Harman's preliminary proxy statement/prospectus were inadequate. Jones Day obtained plaintiff's voluntary discontinuance of this action, on January 9, 2008.

Helen Rodgers Living Trust v. Harman International Industries, Inc., No. 2007 CA 003213 B. (Del. Ch.)