News – Komlossy Law, P.A.

Minnesota Supreme Court Upholds Medtronic Shareholders’ Claims

Komlossy Law, P.A. is one of plaintiffs’ counsel for Medtronic stockholders in a class action challenging Medtronic’s merger with Covidien. The merger was structured as a reverse merger tax inversion, whereby Medtronic would emerge as a new entity incorporated in Ireland to avoid paying U.S. corporate income taxes.
The case alleges that the merger harmed Medtronic stockholders who were forced to pay capital gains and other taxes on the merger and suffered equity dilution when Medtronic paid a windfall for the Covidien assets.

Defendants argued that the claims were derivative claims and that all stockholders lost standing to assert any derivative claims once the merger was completed in January 2015. The District Court agreed, and dismissed the case in March 2015.

The dismissal was appealed to the Minnesota Court of Appeals and then the Minnesota Supreme Court, arguing the stockholders’ claims were direct claims, not derivative claims, and that […]

Dismissal in Medtronic Inversion Litigation Reversed on Appeal; Komlossy Law Among Counsel

Komlossy Law, P.A. is one of the three counsel that had the dismissal of the Medtronic shareholder litigation reversed and remanded in late January.

Medtronic’s $43 billion inversion created a taxable event for its shareholders which will leave many on the hook for thousands and thousands of dollars so that the company can escape the United States. The top executives of the company would owe more than $60 million in excise taxes for approving the move, but they also approved that the company cover all of those taxes for them. The trial court determined, among other things, that the litigation must be derivative because the shareholders and the company suffered the same alleged injury. The appeals court reversed.

The decision further clarifies Minnesota’s law on direct vs. derivative shareholder litigation.

The opinion from the Court of Appeals is available here.

Komlossy Law, P.A. Newsletter

June 18, 2013, Hollywood, FL – The first issue of Komlossy Law, P.A’s newsletter is now available. The newsletter features an update regarding the latest trends in social and environmental shareholder proxy proposals. Such proposals have increased considerably as investors have increasingly embraced their responsibility to consider the social and environmental implications of their investment decisions.

The newsletter then provides a summary of the Delaware Chancery Court’s recent decision in In re MFW Shareholders Litigation, C.A. No. 6566-CS (Del. Ch. May 29, 2013). The court applied the Business Judgment Rule to a going-private merger with the company’s controlling stockholder, Ronald Perelman.

Next, the newsletter provides discussion regarding what a homeowner must consider following damage to the home. The insured vs. insurer dichotomy includes a number of intricacies which require patience and a willingness to fight for a satisfactory settlement to allow the homeowner to properly repair all damages. The article considers whether an insurance […]

Komlossy Law, P.A. Files Lawsuit Against Sterling Bancorp

June 17, 2013, Hollywood, FL – Komlossy Law, P.A. has filed a lawsuit against Sterling Bancorp (“Sterling” or the “Company”)(NYSE:STL) and its Board of Directors (“Board”) in the Southern District of New York. On April 4, 2013, Sterling and Provident issued a joint press release announcing that the Company had entered into a definitive Agreement and Plan of Merger, dated April 3, 2013 (“Merger Agreement”) pursuant to which Provident will acquire all of the outstanding stock of Sterling in an all stock transaction. Sterling stockholders will receive 1.2625 shares of Provident common stock for each share of Sterling common stock they own (the “Exchange Ratio”); the transaction is valued at approximately $360 million.

The lawsuit alleges that the Proposed Transaction does not offer a meaningful premium to Sterling’s public shareholders. Based on Sterling’s closing stock price on April 3, 2013, the day before the announcement of the Proposed Transaction, the approximate […]

Komlossy Law, P.A. Announces Investigation of Sterling Bancorp

April 8, 2013, Hollywood, FL – Komlossy Law, P.A. is investigating the Board of Directors of Sterling Bancorp (“Sterling” or the “Company”) (NYSE:STL) for possible breaches of fiduciary duty and other violations of state law in connection with their attempt to complete a sale of the Company to Provident New York Bancorp (“Provident”) in a transaction valued at approximately $344 million. Pursuant to the terms of the proposed transaction, Sterling shareholders are to receive 1.2625 shares of Provident stock for each share of the Company. The consideration is valued at $11.12 per share based on April 3 closing stock prices.

The investigation involves whether the Board of Directors of Sterling breached their fiduciary duties to stockholders by failing to adequately shop the Company before agreeing to enter into the transaction, and whether the transaction is fair to shareholders with respect to price, process and disclosure of all material […]