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Barnes & Noble, Inc.

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Chimicles & Tikellis LLP has filed a shareholder lawsuit, derivatively on behalf of Barnes & Noble Inc. (“B&N” or the “Company”), in the Court of Chancery of the State of Delaware (the “Action”).  The Action alleges wrongdoing by the B&N directors for recklessly causing the Company to acquire Barnes & Noble College Booksellers, Inc. (“College Books”) (the “Transaction”) from B&N’s founder, Chairman and controlling stockholder, Leonard Riggio (“Riggio”) at a grossly excessive price, subjecting B&N to excessive risk.

On September 1, 2009, the Court appointed Chimicles & Tikellis LLP as Co-Lead Counsel in the Action.

On August 7, 2009, B&N agreed to acquire the privately-held College Books from Riggio, in a transaction valued at $596 million.  In the Acquisition, B&N received the “Barnes & Noble” trade name, which was owned by College Books and which B&N licensed from College Book and College Books’ brick and mortar operations.  The Transaction was completed on September 30, 2009.

The Action alleges that as a controlling stockholder of B&N, Riggio is obligated to sell College Books at a price entirely fair to B&N’s stockholders and engage in a process that is also entirely fair.  The Action further alleges that the B&N Board members acted disloyally and caused B&N to waste valuable corporate assets by allowing the B&N Chairman and 32.1% shareholder, Riggio, to force B&N to acquire his company, College Books, at an unfairly high price, exposing B&N to substantial increased risk.

A public version of the Co-Lead Plaintiffs Verified Consolidated Shareholder Derivative Complaint, which was filed under seal, is available below.

On October 21, 2010, ruling from the bench, the Court allowed most of Co-Lead Plaintiffs’ claims for breach of fiduciary duty to survive against Riggio and all but two of the remaining B&N directors.

On December 23, 2011, all Defendants except for Leonard Riggio, the Company’s founder, Chair and controlling shareholder, filed motions for summary judgment and supporting briefs.  On March 27, 2012, the Court heard oral argument on Defendants’ motions for summary judgment.  Ruling from the bench, the Court allowed Co-Lead Plaintiffs’ claims for breach of fiduciary duty to proceed to trial against Riggio and two of the remaining B&N directors.

Trial is scheduled for the full week of June 18, 2012.

Oracle Corporation

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On October 14, 2011 Chimicles & Tikellis, LLP made a books and record demand on Oracle Corporation (“Oracle” or the “Company”) pursuant to 8 Del. C. § 220 to investigate breaches of fiduciary duty and mismanagement by the Oracle Board of Directors in connection with Oracle’s acquisition (“Transaction”) of Pillar Data Systems, Inc. (“Pillar”), a company controlled by Lawrence J. Ellison (“Ellison”), Oracle’s CEO and largest shareholder.  Oracle subsequently produced books and records (the “Section 220 Documents”) pursuant to a confidentiality agreement.

On June 29, 2011, Oracle agreed to acquire 100% ownership of the privately-held Pillar.  Pillar was directly and indirectly majority owned and controlled by Ellison.  Each share of Pillar common and preferred stock was exchanged for rights to receive an earn-out in 2014.  Immediately prior to the Acquisition, a $544 million loan owed to Ellison by Pillar was converted into preferred shares of Pillar, which have a right to dividends accruing at an annual rate of 1.5%.  The Preferred stock earn-out rights will have priority over the earn-out rights of the Pillar common stock and option holders.

After receiving and reviewing the Section 220 Documents, on January 13, 2012, Chimicles & Tikellis LLP filed a shareholder lawsuit, derivatively on behalf of Oracle, in the Court of Chancery of the State of Delaware (the “Action”).  The Action alleges wrongdoing by the Oracle directors for recklessly causing the Company to acquire Pillar from Ellison in a transaction with an unfair price structure.

The Action alleges that as a controlling stockholder of Oracle, Ellison is obligated to sell Pillar at a price entirely fair to Oracle’s stockholders and engage in a process that is also entirely fair.  The Action further alleges that the Oracle Board members acted disloyally and caused Oracle to waste valuable corporate assets by allowing the Oracle Chairman and controlling shareholder, Ellison, to force Oracle to acquire his company, Pillar, in a transaction with an unfair price structure, exposing Oracle to substantial increased risk.

On November 30, 2011, the Court appointed Chimicles & Tikellis LLP as Co-Lead Counsel in the Action.  On March 5, 2012, Defendants filed a motion to dismiss and a supporting brief.  The opposition brief to Defendants’ motion to dismiss was filed on April 27, 2012.  A hearing on Defendants’ motion has not been scheduled.

A public version of the Co-Lead Plaintiffs First Amended Verified Shareholder Derivative Complaint, which was filed under seal, is available here.

AIMCO Partnerships Buyout Case — Shelter Properties II Limited Partnership, National Property Investors III, US Realty Partners Limited Partnership, Shelter Properties IV Limited Partnership, Fox Strategic Housing Income Partners.

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A Settlement of the Action was reached in July 2011.  The Court has granted final approval of the Settlement. More information about the Settlement, including a copy of the Class Notice can be accessed below.

Chimicles & Tikellis LLP filed a proposed class action in Denver, Colorado on behalf of the unaffiliated limited partners of Shelter Properties II Limited Partnership, National Property Investors III, US Realty Partners Limited Partnership, Shelter Properties IV Limited Partnership, Fox Strategic Housing Income Partners (the “Five Partnerships”).  The action arose from the buyout in early 2011 (“Merger”) of the unaffiliated limited partnership interests (“Unit(s)”) in the Five Partnerships by Apartment Investment and Management Company (“AIMCO”) and its affiliates (“Defendants”).

Over time, Defendants had acquired a majority of the outstanding Units of the Five Partnerships and ownership of their general partners.  In September 2010, Defendants announced that they would cash out the Units held by the unaffiliated LPs, which would result in Defendants owning a 100% interest in each of the Five Partnerships.  The Class consists of the minority, unaffiliated limited partners of each of the Five Partnerships.

Because Defendants owned a majority of the Units, the Merger was proposed and consummated without the approval or ratification by the LPs.  On September 14 and October 12, 2010 Defendants filed papers with the SEC, including Form S-4s, which were thereafter amended and/or supplemented (“Prospectuses”) and disseminated them to the LPs, which announced the Merger and the calculation of the Merger consideration.  The merger consideration to be paid to the LPs in the Merger was calculated primarily by taking Defendants’ appraised value of the Properties, adding additional assets, and then deducting mortgage balances, advances from Defendants, and other liabilities.

In the Merger, Defendants offered the LPs the right to contractually seek appraisal rights (“Contractual Appraisal Right Option”).  The Contractual Appraisal Right Option provided that the Defendants would unilaterally select three arbitrators to sit on a panel and would conduct the arbitration in Denver, Colorado and that the arbitration panel was permitted to charge the LPs with the costs of the appraisal proceeding.

Also as part of the Merger, Defendants offered to pay the LPs an additional cash payment, only if the LPs agreed to execute a waiver and release of Defendants from a broad array of potential claims not only related to the Merger but to “any other circumstance,” or any matter related to their ownership of Units, and for claims which the LPs might possess, but did not know or suspect to exist (“Waiver & Release”).

The Merger was consummated on February 11, 2011.

The Action contends that Defendants breached, or aided and abetted breaches of, fiduciary duties owed to the LPs, for proposing and implementing the Merger which was unfair to the LPs with respect to the price they were paid by Defendants for their Units, and with respect to the process employed in doing the Merger. In the Action, the Plaintiffs sought monetary damages and alleged that, among other things, Defendants misled the Class and gave them inadequate consideration for their Units in the buyout.

The Plaintiffs and Defendants entered into a Stipulation of Settlement in July 2011, which provides that the LPs will receive an additional payment for the Merger.  The Notice of Pendency of Class Action Settlement, attached below, which was sent to the LPs contains details concerning the Settlement and your rights.

If you have any questions about the Notice, your rights or the litigation, please contact Kimberly Donaldson Smith, 361 West Lancaster Avenue, Haverford, PA 19041, Phone: 610-642-8500, or by email at kimdonaldsonsmith@chimicles.com.

Colonial BancGroup, Inc.

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C&T is one of several firms prosecuting a securities class action on behalf of shareholders of Colonial BancGroup, Inc. (“Colonial”), alleging that Colonial violated the Securities Exchange Act of 1934 by failing to disclose during the Class Period that as a condition for Colonial’s receipt of $550 million in funding from the government-sponsored Troubled Asset Relief Program (“TARP”), Colonial would first have to raise $300 million from outside sources. After Colonial revealed the previously undisclosed condition, the value of Colonial’s stock declined significantly. On September 20, 2011, the Honorable R. David Proctor of the United States District Court for the Middle District of Alabama preliminarily approved a partial settlement of the action in the amount of $10.5 million in cash.

DuPont Imprelis Class Action

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C&T, along with its co-counsel, has filed a class action lawsuit against DuPont on behalf of landscapers, lawn care professionals and other persons, entities, organizations and municipalities that purchased and/or applied Imprelis. Imprelis is a herbicide manufactured by DuPont, and is sold only to lawn care professionals (as opposed to residential consumers).

Imprelis is intended to kill unwanted broad leaf weeds (including dandelions, clovers, ground ivy and wild violets) without causing damage to turf and nearby trees. According to the complaint, however, there have been numerous reports of incidents of diseased and dying trees following the use of Imprelis. In light of these and other reports, the complaint alleges that certain statements made by DuPont touting the versatility of Imprelis were false, and that DuPont failed to fully and adequately disclose the risks of using Imprelis near trees. The complaint alleges that landscapers and class members have been harmed by paying for a product that can no longer be used near trees, and to the extent that they have been (and still may be) required to repair or replace the trees and other vegetation that has been adversely affected by Imprelis.

The complaint (available here) alleges causes of action under the Delaware Consumer Fraud Act, Delaware Deceptive Trade Practices Act, for breach of express and implied warranties, negligence, common law fraud, and unjust enrichment. The case is pending in the United States District Court for the District of Delaware.  If you are a landscaper or lawn care professional that has purchased or used Imprelis, please contact the attorneys below.

Progressive Medical Provider MVFRL Interest Litigation

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In 2002, Chimicles & Tikellis LLP filed a class action in the Philadelphia Commerce Court alleging that Progressive Insurance Company failed to pay providers of medical benefits (such as physicians, hospitals, and equipment suppliers) within 30 days of the date they submitted bills for medical treatment they provided to Progressive’s insureds who were injured in motor vehicle accidents, yet nonetheless failed to pay interest on those overdue bills as required by the Pennsylvania Motor Vehicle Financial Responsibility Law (“MVFRL”). The complaint survived Progressive’s preliminary objections and in December 2003, the Court certified the case as a class action on behalf of all medical providers whose bills were not paid by Progressive within 30 days where Progressive did not include the 12% interest mandated on such overdue bills by the MVFRL.  In April 2009, the Curt granted motion for partial summary judgment field by the Medical Provider class and held that Progressive is liable to pay interest on all MVFRL bills it paid more than 30 days after receiving the physicians’ bill on HCFA  Form 1500.  Discovery is ongoing in the case. No trial date has been set.

Offshore Helicopter Services – Antitrust Class Action

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Chimicles & Tikellis LLP is Plaintiff’s counsel in this class action which alleges that between 2001 and 2005 the largest providers if offshore helicopter services in the Gulf of Mexico conspired to fix prices in rendering those services. The Complaint, which is pending before the United States District Court for the District of Delaware, asserts that as a result of Defendants’ anti-competitive behavior consumers of helicopters services in the Gulf were harmed by having to overpay. Defendants have sought dismissal of the action and that motion is currently under consideration by the Court.

In re Fasteners and Zippers Antitrust Litigation

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Chimicles & Tikellis LLP filed a class action complaint on behalf of a class of individuals and entities who, from January 1, 1999 to the present (the “Class Period”), purchased fasteners and zippers directly from William Prym GmbH & Co., KG; Prym Consumer USA, Inc.; Prym Fashion, Inc.; YKK Corporation; YKK Corporation of America, Inc.; YKK (U.S.A.), Inc.; YKK Snap Fasteners America, Inc.; Coats plc; Coats North America de Republica Dominicana, Inc.; and/or Scovill Fasteners, Inc. (collectively, “Defendants”). Fasteners and zippers are snaps, hooks and eyes, rivets, eyelets and similar fastening devices (excluding needles) that affix two or more objects together. The Defendants are manufacturers of fasteners and zippers that are primarily used in the garment, apparel and footwear industries. The market for fasteners and zippers is estimated at over $600 million in the United States alone.

According to the complaint filed by Chimicles & Tikellis, the Defendants have engaged in a long-running, worldwide cartel and conspiracy to fix the prices of, and allocate customers and geographic territories for, fasteners and zippers. The complaint claims that the Defendants agreed with each other on coordinated price increases, fixed minimum prices, allocation of customers, sharing of markets and exchanging other commercially important and confidential information.

On September 19, 2007, the European Commission (“EC”) announced the results of a nearly six year long investigation into suspected anticompetitive conduct among the major manufacturers of fasteners and zippers. According to the complaint, the investigation by the EC uncovered a long running, multifaceted international conspiracy by the Defendants to fix prices and allocate customers and markets worldwide in the fasteners and zippers industry. As a result of its investigation, the EC imposed fines totaling approximately $456 million on several of the Defendants. According to the complaint, certain members of the board of management of the Prym Defendants admitted to their participation in the conspiracy.

The complaint alleges that the Defendants violated Section 1 of the Sherman Act. The antitrust class action seeks treble damages, injunctive relief, and attorney’s fees and costs.

The Judicial Panel on Multidistrict Ligigation recently transferred the complaint filed by C&T and other related actions to the Eastern District of Pennsylvania.

In re Aftermarket Filters Antitrust Litigation

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Chimicles & Tikellis LLP, along with its co-counsel, filed this price fixing class action lawsuit in the United States District Court for the District of Connecticut against several leading automobile filter manufacturers, including Champion, Purolator, Honeywell, Wix Filtration Products, Cummins, Baldwin Filters, Bosch, Mann + Hummel, Arvinmeritor, and United Components (collectively, the “Defendants”). The complaint alleges that the Defendants conspired to fix, maintain, stabilize prices, rid bids and allocate customers for oil, air, fuel, and transmission filters in the aftermarket (i.e., the market for replacement filters) in the U.S. between January 1, 1999 and the date of the filing of the complaint (the “Class Period”).

In support of the conspiracy and price fixing allegations, the complaint cites to information provided by a former senior sales executive who was employed by two of the Defendants during the Class Period. According to this confidential informant, the complaint avers that the Defendants conspired at meetings at industry events and elsewhere to coordinate prices, time price increases, and allocate customers. It has recently been reported that the United States Department of Justice has commenced an investigation into allegations that several of the Defendants colluded to fix the prices of aftermarket filters.

A copy of the complaint is attached below.

If you have purchased, directly from any of the Defendants during the Class Period, an aftermarket oil, air, fuel, and/or transmission filter for use in an automobile, please contact the attorneys listed below.

Safeway Delivery Overcharge Litigation

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On November 1, 2011, the United States District Court for the Northern District of California issued an opinion denying a motion to dismiss filed by Safeway, Inc. in a class action filed by Chimicles & Tikellis LLP (C&T) alleging that Safeway overcharges customers who order groceries for home delivery. The complaint alleges that, despite telling consumers that the prices for delivered groceries will be the same as the price in the store from which the groceries are delivered, Safeway secretly adds 10% or more to the in-store price of most groceries it delivers. C&T brought claims for breach of contract under California’s consumer protection laws, which are applicable to all consumers who place orders on Safeway.com, Genuardis.com, or Vonns.com. The Court denied Safeway’s motion to dismiss in its entirety, concluding that “[Safeway] clearly stated that there was price parity between the online prices and the prices charged in the store.”

If you have purchased groceries for delivery from Safeway.com, Genuardis.com, or Vonns.com, please contact the attorneys below to discuss your rights.