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Corporations Keyed to O’Kelley
In re The Limited, Inc.
Citation:
2002 WL 537692Facts
Common stockholder plaintiffs Rochelle Phillips, Mariam Shapiro and Peter Sullivan bring this derivative action on behalf of The Limited, against the company and each of its directors. The plaintiffs’ allegations stem from The Limited’s authorization of a self-tender offer for up to 15 million shares of its stock and the rescission of an agreement that included a call option to purchase 18.75 million shares of common stock from a trust set up for the benefit of Leslie H. Wexner’s children. Wexner is The Limited’s founder. On May 3, 1999, The Limited announced that the board had authorized the repurchase of up to 15 million shares of the company’s outstanding common stock through a Dutch auction tender offer. Under the terms of the tender offer, the company agreed to repurchase those shares at a premium over their pre-announcement closing price. Wexner agreed that neither hr no any of his affiliates would participate in the tender. The Limited also announced that it had agreed to rescind the redemption agreement. Under it, the Children’s Trust acquired the right to require the company to redeem all or a portion of the 18.75 million shares of common stock it held at $18.75 per share, a put option. The complaint asserts claims of corporate waste and breaches of the fiduciary duties of loyalty and care.
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