WILMINGTON, Del., Dec. 18, 2015 /PRNewswire/ -- Notice is hereby
provided to all persons holding shares of E. I. du Pont de Nemours
and Company ("DuPont") (NYSE: DD).
The purpose of this notice is to inform you about developments
with respect to the litigation in the Delaware Court of Chancery (the "Delaware Court") captioned The Vladimir
Gusinsky Living Trust v. Ward, et al., C.A. No. 10811-VCG (the
"Action"), including dismissal of the Action and an agreement by
DuPont to pay attorneys' fees and expenses to counsel for plaintiff
in the Action ("Plaintiff"). This notice is being issued by Block
& Leviton LLP and Prickett, Jones & Elliott, P.A. who were
Co-Lead Counsel to Plaintiff in the Action.
On December 18, 2014, DuPont
announced that, in connection with the spin-off of its performance
chemicals business, to be held by The Chemours Company ("Chemours")
(NYSE: CC), a wholly owned subsidiary of DuPont, and effectuated by
way of a pro rata dividend of the common stock of Chemours to
DuPont's stockholders (the "Spin-off"), Chemours had filed a Form
10 Registration Statement (the "Form 10"). The Form 10 described,
among other things, the terms of the proposed Spin-Off and certain
corporate governance provisions to be in place at Chemours at the
time of consummation of the Spin-Off. As described in the Form 10,
Chemours' proposed certificate of incorporation would, at the time
of the Spin-Off, provide for, among other things, a staggered
board, with each class of directors serving non-concurrent
three-year terms, a prohibition on stockholders acting by written
consent, a 35% threshold for stockholders to call a special meeting
and an 80% threshold to amend any of the foregoing provisions.
On March 18, 2015, Plaintiff
commenced the Action on behalf of itself and a putative class of
DuPont stockholders challenging certain of Chemours' corporate
governance provisions. On March 20,
2015, Plaintiff filed an amended complaint adding
allegations related to, among other things, alleged omissions made
by DuPont about Chemours' corporate governance provisions in proxy
solicitation materials filed in connection with DuPont's 2015
annual meeting.
On March 26, 2015, after oral
argument the Court granted Plaintiff's motion for expedited
proceedings on its disclosure claims and a hearing on Plaintiff's
motion for a preliminary injunction was subsequently scheduled for
April 28, 2015. Thereafter, the
parties engaged in expedited briefing on Plaintiff's preliminary
injunction motion with respect to Plaintiff's challenges to the
disclosures in DuPont's proxy solicitation materials.
On March 30, 2015, DuPont
announced that it had revised certain of Chemours' governance
provisions, including (1) giving stockholders of Chemours the right
to vote on whether or not to approve the classified board structure
at Chemours' first annual meeting in 2016 and, if the classified
board structure was not approved by a majority of the shares voted
by Chemours' stockholders, the Chemours board would be declassified
in connection with Chemours' 2017 annual meeting such that all
Chemours directors would be up for election at such meeting and
(2) lowering the ownership threshold required for Chemours'
stockholders to call special meetings from 35% to 25%.
On April 23, 2015, DuPont issued a
supplement to the March 23 Proxy
Statement mooting Plaintiff's disclosure claims by making
additional disclosures with respect to Chemours' corporate
governance provisions, including the revised classified board
structure and the lowering of the ownership structure required for
stockholders to call special meetings;
On April 24, 2015, Plaintiff
withdrew his motion for a preliminary injunction because his
disclosure claims were mooted by the April
23, 2015 proxy supplement.
On May 13, 2015, DuPont held its
annual meeting of stockholders, and on July
1, 2015, the Spin-Off was consummated.
Following the Spin-Off, Plaintiff concluded that the claims
asserted in the Action, for which Plaintiff was primarily seeking
equitable relief, were either moot or did not have merit.
On August 17, 2015, the Court
entered a stipulated order, dismissing Plaintiff's claims (with
prejudice as to Plaintiff and without prejudice as to the putative
class) and retaining jurisdiction over the Action to determine an
application by Plaintiff for an award of attorneys' fees and
expenses to its counsel.
On September 10, 2015, Plaintiff
filed its opening brief in support of his motion for an award of
attorneys fees and expenses (the "Fee and Expense Application"). On
December 1, 2015, Defendants
Patrick J. Ward, Lee M. Thomas, Ulf M.
Schneider, Lois D. Juliber,
Marillyn A. Hewson, James L. Gallogly, Eleuthère I. du Pont, II,
Alexander M. Cutler, Bertrand P. Collomb, Robert A. Brown, Edward
D. Breen, Lamberto Andreotti,
Ellen J. Kullman, Curtis J. Crawford, Richard H. Brown, and DuPont (the "DuPont
Defendants") submitted their Answering Brief.
The parties subsequently resolved the dispute by agreeing that
DuPont would make a fee and expense payment to counsel for
Plaintiff in the amount of $400,000
in full and complete satisfaction of the Fee and Expense
Application.
Contact: Jason Leviton,
617-398-5600, jason@blockesq.com
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SOURCE Block & Leviton LLP