Ademi LLP is investigating the former board of directors of PowerSchool (NYSE: PWSC) for possible breaches of fiduciary duty and other violations of law in its transaction with Bain Capital.
At closing, PowerSchool shareholders received only $22.80 per share, in a transaction that valued Powerschool at $5.6 billion. The transaction agreement unreasonably limited competing transactions for PowerSchool by imposing a significant penalty if PowerSchool had accepted a competing bid. PowerSchool insiders received substantial benefits as part of change of control arrangements.
We are investigating the conduct of PowerSchool’s board of directors, and whether they fulfilled their fiduciary duties to all shareholders.