News & Media
Entwistle & Cappucci LLP Settles Class Action Claims Against Dole Food Co. for $74 Million Related to 2013 Going-Private Transaction
April 12, 2017
NEW YORK, NY, March 30, 2017 – Entwistle & Cappucci LLP is pleased to announce that it has won preliminary approval of the settlement of federal securities class action claims against Dole Food Co. (“Dole”) and former executives David Murdock and Michael Carter for a cash payment of $74 million. The case is captioned San Antonio Fire & Police Fund v. Dole Food Company Inc., 15-cv-1140, U.S. District Court, District of Delaware (Wilmington) (the “Federal Action”). The Federal Action covers all persons who sold Dole common shares (i) during the period from January 2, 2013 through October 31, 2013, or (ii) on November 1, 2013 where those shares were sold on the open market and were not held as of the closing of the going-private transaction on that date, and who were damaged thereby (the “Class Period”). Commenting on the settlement, Vincent R. Cappucci, a Senior Partner of the Firm, who led the prosecution of the litigation stated, “We are very pleased with the settlement reached in view of the complexity of the many issues presented. This settlement was no doubt the result of the skillful advocacy of the team of attorneys who helped to advance the case.”
Plaintiffs’ Amended Consolidated Class Action Complaint alleged a fraudulent scheme to artificially depress the price of Dole’s common stock during the Class Period so that then CEO and controlling shareholder David Murdock could acquire the remaining public shares at a significantly discounted price to Dole’s true fair value. To implement this scheme, plaintiffs alleged a series of materially false and misleading statements and omissions of material facts, including false negative financial and strategic protections, the cancellation of a previously announced stock repurchase program under false pretenses, the undervaluing of significant real-estate holdings, manipulation of the special committee process relating to the transaction and other false statements in the Company’s SEC filings and press releases issued in the deal period. The settlement is in addition to an earlier settlement in Delaware Chancery Court which was brought on behalf of investors who participated in the buyout and exchanged their shares for the merger consideration of $13.50 per share. The Federal and Delaware Chancery Court settlements bring the total amount of payouts over the transaction to $222 million.
U.S. District Judge Sue Robinson in Wilmington, Delaware, granted preliminary approval of the settlement on March 16. The Court will consider final approval at a hearing to be held on July 18.
The Firm’s litigation team was headed by Senior Partner Vincent R. Cappucci, and, partners Arthur Nealon and Robert N. Cappucci. Associates Jordan Cortez, Heather Sertial, Edward Panchernikov and Jarett Sena assisted in the litigation.
Vincent R. Cappucci, Esq. ([email protected])
ENTWISTLE & CAPPUCCI LLP
299 Park Avenue, 20th Floor
New York, NY 10171
Telephone: (212) 894-7200
Facsimile: (212) 894-7272