ST. LOUIS — A stockholder has filed a class-action lawsuit against a food company's board of directors, citing alleged breach of contract and unjust enrichment.
Robert Berg, individually and on behalf of all others similarly situated, filed a complaint June 8 in the U.S. District Court for the Eastern District of Missouri against Panera Bread Co., Ronald Shaich, William Moreton, et al., alleging that the defendants violated the Securities Exchange Act.
According to the complaint, the plaintiff alleges that on April 4, he and other stockholders entered into an agreement and plan of merger with the defendants that they will receive $315 per share cash as the merger consideration. The plaintiff claims that the proposed transaction filed with the Securities and Exchange Commission contains incomplete and materially misleading information that will cause irreparable harm to the class.
The plaintiff holds the defendants responsible because they allegedly failed to fully and fairly disclose certain material information concerning the background of the proposed transaction and failed to disclose material key inputs and assumptions underlying the analyses conducted by the company's financial advisor.
The plaintiff requests a trial by jury and seeks to close the proposed transaction until the company discloses the material information from the proxy, award of costs of action, attorneys' and expert fees, and such other and further relief as the court may deem just and proper. He is represented by James J. Rosemergy of Carey Danis and Lowe in St. Louis and Brian D. Long and Gina M. Serra of Rigrodsky and Long PA in Wilmington, Delaware.
U.S. District Court for the Eastern District of Missouri case number 4:17-cv-01631-DDN