SCANA

Practice Area: 
Stock Symbol: 
SCG
Case Status: 
Investigations

Ademi & O’Reilly, LLP is investigating the Board of Directors of SCANA Corporation (NYSE: SCG) for possible breaches of fiduciary duty and other violations of California law in connection with the sale of SCANA to Dominion.

Ademi & O’Reilly, LLP alleges SCANA’s long-term financial outlook is improving and yet SCANA shareholders will receive 0.6690 shares of Dominion common stock for each SCANA share.  Dominion is well aware of SCANA’s improving financial metrics and is purchasing SCANA at a substantial discount. The merger agreement unreasonably limits competing bids for SCANA by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should SCANA receive and accept a superior bid. SCANA 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 SCANA. Our investigation centers on the conduct of SCANA’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 SCANA given its current financial condition and prospects.