CDW Corporation (Nasdaq:CDWC) is an American company that provides information technology products to business, government, education and healthcare customers.
According to a press release dated August 7, 2007, Harwood Feffer LLP announced that on July 19, 2007 it amended a class action against CDW and its directors alleging fiduciary breaches on behalf of CDW shareholders to include claims of proxy violations under Section 14 and Section 20 of the Securities Exchange Act of 1934. The proxy material solicits proxies for a shareholder meeting scheduled for August 9, 2007.
Specifically, the Complaint charges that the Defendants breached their fiduciary duties to the Company's shareholders and violated the Securities Exchange Act of 1934. More specifically, the Complaint alleges that Defendants failed to disclose certain material facts in connection with the acquisition of CDW by the private equity firm Madison Dearborn Partners LLC, entered into the agreement with Madison Dearborn by a flawed process, and that the price being offered for the Company's stock was inadequate. The Complaint also includes claims for breach of fiduciary duty. It was brought on behalf of a class of all shareholders except for the named Defendants and persons or entities related to or affiliated with the Defendants.
On October 18, 2007, the Court entered the Order signed by U.S. District Judge James B. Zagel appointing Roberta Schuman as the lead Plaintiff and the law firm of Harwood Feffer LLP as lead Counsel. On January 7, 2008, the parties filed a Joint Motion for Preliminary Approval of Class Action Settlement. According to that motion, the parties reached an agreement in principle to settle the Class Actions and set forth the terms of that agreement in a memorandum of understanding (the "MOU"). As part of the MOU, CDW agreed to disclose some additional information regarding the merger prior to the shareholder vote. On August 2, 2007, in a filing with the SEC on Form 8-K, CDW disclosed the additional information. Based on a thorough investigation, the events, negotiations and agreements, and an analysis of applicable law, Plaintiffs in the Class Actions and their Counsel have concluded that the Settlement is fair, reasonable, adequate, and in the best interests of Plaintiffs and the Settlement Class.
The parties entered into a Stipulation of Settlement on January 7, 2008. The Issuer Defendant disclosed additional information in a current report on Form 8-K that was filed with the SEC as part of the terms of the Settlement. The settlement was preliminarily approved on January 10. On May 7, 2008, the Court entered the Final Order and Judgment approving the settlement and the action was dismissed with prejudice. On June 25, 2008, the Court issued the Order awarding attorneys’ fees and reimbursement of expenses in the amount of $575,000.
