Cases & Deals

OSG America Conflicts Committee successfully settles lawsuits challenging tender offer by Overseas Shipholding Group

Client(s) OSG America Conflicts Committee

Jones Day represented OSG America L.P., its general partner, and the conflicts committee of the board of directors of its general partner in several class action lawsuits filed in New York and Florida state courts challenging the tender offer by Overseas Shipholding Group, Inc. to acquire all of the outstanding publicly held common units of OSG America, L.P. In the lawsuits, Plaintiffs sought damages and injunctive relief asserting, among other things, claims for breaches of fiduciary duties against the Company, the general partner of the Partnership, and the members of the board of directors of the general partner of the Partnership. Plaintiffs alleged, among other things, that the announced tender offer price was unfair and inadequate, and that the tender offer involved a process that was either unfair or inadequate. In November 2009, the parties reached a settlement of the lawsuits, pursuant to which OSG America L.P. filed with the SEC an amendment to the previously-filed Schedule 14D-9 that included certain additional disclosures.

Dukelow v. OSG America, L.P., et al., Index No. 650580/2009 (N.Y. Sup. Ct.), Balanced Beta Fund v. Arntzen, et. al., No. 09-025646 and Doren v. OSG America LP, et al., Case No. 09-029162 (Circuit Court of the Thirteenth Judicial District, in and for Hillsborough County, Florida)