Stockholder Files Class Action Suit to Stop $2.8 Billion Acquisition of J. Crew, Law360 Reports

On November 29, 2010, Law360 reported that a shareholder of J. Crew Group Inc., represented by securities litigation firm Robbins Umeda LLP,* filed a putative class action against the clothing retailer and certain of its officers and directors.  The suit seeks to stop the company’s $2.8 billion acquisition by private equity firms TPG Capital and Leonard Green & Partners L.P.  The shareholder claims the all-cash deal favors J. Crew insiders and prevents shareholders from participating in the company’s future gains.

Announced November 23, J. Crew shareholders would receive only $43.50 per share in the deal, a 15.5% nominal premium over its most recent share price.  Millard “Mickey” Drexler, who will stay on as chief executive officer and chairman, owns more than 12% of the company’s shares. He stands to gain over $300 million from his stock and options if the deal goes through, according to the suit.

The complaint’s three causes of action allege that company directors breached their fiduciary duties, and that J. Crew, TPG, and Leonard Green aided and abetted these fiduciary breaches.  The shareholder is seeking an order declaring the transaction unlawful and unenforceable, as well as other relief.

The case is Church v. J. Crew Group Inc., et al., No. 652101-2010, Supreme Court of the State of New York, County of New York.

* The firm name changed from Robbins Umeda LLP to Robbins Arroyo LLP on January 1, 2013.

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