Ademi LLP is investigating Endeavor (NYSE: EDR) for possible breaches of fiduciary duty and other violations of law in its transaction with Silver Lake.
In the transaction, Endeavor shareholders will receive only $27.50 per share in cash in exchange for each Endeavor share while certain members of management of Endeavor, including Emanuel, Whitesell, and Shapiro, and other stockholders will be given the opportunity to rollover their equity interests in the post-closing company. In addition to this disparate treatment of insiders and public stockholders, the transaction agreement unreasonably limits competing transactions for Endeavor by imposing a significant penalty if Endeavor accepts a competing bid. Endeavor insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Endeavor’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.