Ruby Tuesday

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We are investigating the Board of Directors of Ruby Tuesday, Inc. for possible breaches of fiduciary duty and other violations of Georgia law in connection with the sale of Ruby Tuesday to NRD.

We are alleging Ruby Tuesday’s long-term financial outlook is improving and yet Ruby Tuesday shareholders will receive $2.40 per Ruby Tuesday common share or approximately $335 million in the aggregate.  NRD is well aware of Ruby Tuesday’s improving financial metrics and is purchasing Ruby Tuesday at a substantial discount. The merger agreement unreasonably limits competing bids for Ruby Tuesday by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Ruby Tuesday receive and accept a superior bid. Ruby Tuesday 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 Ruby Tuesday. Our investigation centers on the conduct of Ruby Tuesday’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 Ruby Tuesday given its current financial condition and prospects.