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Ademi & O’Reilly, LLP is investigating the Board of Esterline Technologies Corporation (NYSE:ESL) for possible breaches of fiduciary duty and other violations of the law in connection with the sale of Esterline to TransDigm.

Ademi & O’Reilly, LLP alleges Esterline’s long-term financial outlook is improving and yet Esterline shareholders will receive the equivalent of only $122.50 for each share of Esterline common stock.  TransDigm is well aware of Esterline’s improving financial metrics and is purchasing Esterline at a substantial discount.  The merger agreement unreasonably limits competing bids for Esterline by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Esterline receive and accept a superior bid. Esterline 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 Esterline. Our investigation centers on the conduct of Esterline’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 Esterline given its current financial condition and prospects.