An investor in ACLI shares filed a lawsuit in State Court against American Commercial Lines Inc. director alleging they breached their fiduciary duty arising out of their attempt to sell American Commercial Lines too cheaply to Finn Holding Corp., an affiliate of Platinum Equity LLC.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duties owed to American Commercial Lines Inc. (NASDAQ:ACLI) investors for selling American Commercial Lines via an unfair process at an unfair price.

Last Monday American Commercial Lines Inc. (NASDAQ: ACLI) announced that it has entered into a merger agreement to be acquired by an affiliate of Platinum Equity, in a transaction with an enterprise value of approximately $777 million. Under the terms of the agreement, American Commercial Lines Inc stockholders, other than GVI Holdings, Inc. and certain of its affiliates ( GVI ), will receive $33.00 in cash for each share of American Commercial Lines Inc common stock they hold. GVI will receive $31.25 in cash for each share of ACL common stock it holds if the transaction closes before December 31, 2010 and $33.00 per share thereafter. GVI has entered into a Voting Agreement to support the transaction. Under the terms of the merger agreement, ACL may solicit acquisition proposals from third parties for a period of 40 calendar days continuing through November 27, 2010.

But the plaintiff alleges that the sale process is unfair to investors in ACLI. GVI, which is American Commercial Lines largest shareholder owning approximately 25.26% of American Commercial Lines outstanding common stock, as well as the defendants and certain company officers, which own approximately another 4% of ACLI common stock, have already agreed to support the proposed acquisition. In addition, so the lawsuit, the merger agreement contains certain provisions, such as a no shop provision and a $14million termination fee, that unfairly favor Platinum Equity LLC by making an alternative transaction either prohibitively expensive or otherwise impossible.

Furthermore, so the plaintiff, the offered price is grossly unfair and inadequate to ACLI investors. The plaintiff claims that at least one analyst set a price target for ACL stock at $50.00 per share. But shares of American Commercial Lines Inc. (NASDAQ:ACLI), which closed on Friday before the announcement at $33.31 per share, thus above the offer announced on the following Monday. ACLI shares continued to increase despite the takeover offer and traded on Thursday as high as $35.50 per share. ACLI share closed last weeks trading on Friday, October 22, 2010, at $34.40 per share and opened this weeks trading with a Monday, Oct. 25, 2010, closing price of $34.60 per share, thus again above the current offer.