Lawsuit Overview
April 18, 2008 - The case was voluntarily dismissed.
March 31, 2008 - An investor in shares of JP Morgan Chase & Co (NYSE: JPM) filed a lawsuit in the U.S. District Court for the Southern District of New York against JP Morgan Chase & Co over alleged violations of Federal Securities Laws. According to the complaint the plaintiff charges JP Morgan Chase & Co and certain of its officers and directors with violations of the Securities Exchange Act of 1934.
The complaint alleges that between March 31, 2003 and February 13, 2008 defendant issued materially false and misleading statements regarding JP Morgan Chase & Co's business and financial results.
According to a press release from March 24, 2008 a shareholder filed the first class action lawsuit in the Court of Chancery of the State of Delaware against The Bear Stearns Companies Inc, JP Morgan Chase & Co, and certain of Bear Stearns’ officers and directors, challenging the recently amended terms of JP Morgan Chase & Co’s previously announced acquisition of Bear Stearns. The deal, as first announced on March 16, 2008, provided that JP Morgan Chase & Co would acquire Bear Stearns in exchange for .05473 shares of JP Morgan Chase & Co stock for each share of Bear Stearns, representing an implied merger consideration of $2.00 per share for Bear Stearns at the time of that announcement.
On March 24, 2008, however, the Merger Agreement was purportedly amended to, among other things, increase the Merger Consideration to .21753 JP Morgan Chase & Co shares for each share of Bear Stearns. In addition, the Amended Merger Agreement permits JP Morgan Chase & Co to purchase 95 million newly issued Bear Stearns shares for $10 per share, which will convey approximately 39.5% voting power to JP Morgan Chase & Co without approval by Bear Stearns’ shareholders (Lock Up Stock Sale).
On April 9, 2008, the Delaware Court of Chancery stayed the Delaware cases in favor of those pending in New York. The Law Firm’s client intervened in the New York action and was named co-lead plaintiff. The lawsuit seeks damages and alleges that Bear Stearns’ directors (aided and abetted by JP Morgan Chase & Co ) breached their fiduciary duties, including the duties of loyalty and care, by failing to: fully inform themselves of the value of Bear Stearns; act in the best interests of all of the shareholders; and, implement a proper process in connection with the Merger to evaluate and investigate alternatives to the Merger. JP Morgan Chase & Co was put in a special and favored position with respect to any acquisition of Bear Stearns to the detriment of Bear Stearns’ shareholders.
Further, the action alleges that JP Morgan Chase & Co unfairly exercised its control over Bear Stearns in extracting the terms of the merger.