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Ademi & O’Reilly, LLP is investigating the Board of EdR (NYSE: EDR) for possible breaches of fiduciary duty and other violations of Maryland law in connection with the sale of EdR to GSHGIF.

Ademi & O’Reilly, LLP alleges EdR’s long-term financial outlook is improving and yet EdR shareholders will receive only $41.50 for each share of EdR common stock.  GSHGIF is well aware of EdR’s improving financial metrics and is purchasing EdR at a substantial discount.  The merger agreement unreasonably limits competing bids for EdR by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should EdR receive and accept a superior bid. EdR insiders, their affiliates and other major shareholders own significant voting stock, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of EdR. Our investigation centers on the conduct of EdR’s Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for EdR given its current financial condition and prospects.