Ademi LLP is investigating Cowen (NASDAQ: COWN) for possible breaches of fiduciary duty and other violations of law in its transaction with TD Securities.
Ademi LLP alleges Cowen’s financial outlook and prospects are excellent and yet Cowen holders will receive only $39 for each Cowen share, representing an all-cash transaction valued at $1.3 billion. The transaction agreement unreasonably limits competing bids for Cowen by imposing a significant penalty if Cowen accepts a superior bid. Cowen insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Cowen’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Cowen.