Within 24 hours after UAL Corporation agreed to take over Continental Airlines, Inc. an investor filed a lawsuit in Texas State Court on behalf of current investors in Continental Airlines, Inc. (NYSE:CAL) concerning shareholder claims alleging breaches of fiduciary duty.
According to the complaint the plaintiff alleges breaches of fiduciary duty by the Board of Directors of Continental Airlines, Inc. arising out of their attempt to merge Continental Airlines, Inc. (NYSE:CAL) with UAL Corporation. Continental Airlines, Inc., located in Houston, Texas, is a United States air carrier engaged in the business of transporting passengers, cargo and mail. On Monday, May 03, 2010 Continental (NYSE: CAL) and United (NASDAQ: UAUA) announced a definitive merger agreement. The boards of Continental Airlines Inc. and United Airlines parent UAL Corp. have unanimously approved a merger agreement under which UAL Corp. will acquire all outstanding shares of Continental Airlines, Inc in an all stock deal at an exchange ratio of 1.05 UAL shares for each Continental (CAL) share. Based on UAL Corp's stock (UAUA) price of $21.83 on during the last trading day, and Continental Airline having 139.6 million outstanding shares, United Corp would pay approximately $3.2 billion for Continental Airlines, Inc. or a value of $22.92 per CAL shares.

Shares of Continental Airlines, Inc. (CAL) increased on Friday, April 30, 2010, in response to the merger rumors to over $23.30 per share and dropped after the announcement to $20.82 per share. Even though CAL shares were down during 2009 to $7.24 per share in March, CAL stock reached a 52weekHigh of $24.29 per share, over $30 per share in 2008, and almost $50 per share in 2007.

The plaintiff alleges, among other things, that the acquisition is the result of a hurried and unfair process that lasted a mere two weeks, and offers an unfair price. It will also affect thousands of Houston jobs as UAL upon completion will move the Headquarter to Chicago. The board of directors of Continental is saddled with significant conflict of interest and breached their fiduciary duty in pursuing an unlawful merger plan in which they failed to take steps to maximize the value of Continental to its public shareholders, they took steps to avoid competitive bidding, and failed to solicit other potential acquirors or alternative transactions, so the lawsuit.