Recapitalization of a Significant Public Company As Special Connecticut Counsel In Elimination of Dual Classes of Stock and Related Shareholder Litigation

Shipman & Goodwin acted as Connecticut counsel to a special committee of the Board of Directors of a significant public company based in Connecticut in connection with a recapitalization of the company’s two classes of common stock, one class of publicly traded non-voting shares and a second class of privately held voting shares, into a single class of publicly traded voting common stock. The recapitalization was accomplished by an amendment of the company’s certificate of incorporation following approval by the company’s shareholders. The firm advised the special committee and the Board on matters of Connecticut law and in particular on the application of the Connecticut anti-takeover statutes to the transaction. The firm was also co-defense counsel for the company in a suit brought by a shareholder claiming that the recapitalization transaction violated the Connecticut anti-takeover statute and seeking to enjoin the transaction. The court dismissed all of the shareholder’s claims after an expedited trial on the merits.