Originally, this case was filed in in the The Circuit Court Of Cook County, Illinois; County Department, Chancery, Division on May 9, 2008. It was soon removed and filed in the Northern District of Illinios on July 18, 2008.
According to a press release dated August 31, 2009, the plaintiffs assert claims on behalf of a Class consisting of all persons who were holders of A-1 or similar common units ("A-1 Units") of Archstone-Smith Operating Trust (majority-owned by Archstone-Smith Trust, formerly traded under NYSE:Wiley Y. Daniel) between May 27, 2007 and October 5, 2007 (the "Class Period"), whose A-1 Units were later either exchanged for cash or converted to Series O Preferred Units ("O Units") in a new company called Archstone, which was created through a merger transaction whereby the Archstone-Smith Operating Trust was taken private through entities controlled by Tishman Speyer and Lehman Brothers (the "Merger").
The complaint alleges that Defendants structured the Merger as a multi-step transaction that deprived the A-1 Unit-holders of material benefits associated with A-1 Units and distributed a Merger Agreement, a Prospectus and a Registration Statement that were materially false and misleading, thereby coercing Plaintiffs and members of the Class to accept new A-1 Units with materially inferior economic terms and thereafter coercing members of the Class to either sell their new A-1 Units for $60.75 per unit, a price which significantly under-valued the original A-1 Units and which caused the sellers to incur substantial capital gains tax liability, or to purchase Series O Units in the new private company that rose out of the Merger, which units Defendants knew had substantially inferior rights as compared with the original A-1 Units and which significantly declined in value following closing of the Merger and are now worth a fraction of what Defendants represented them to be worth in the Prospectus and Registration Statement.
Plaintiffs seek to recover all statutory compensatory damages and rescissory damages on behalf of themselves and all members of the Class, which is divided into two subclasses: (a) the "Cash-Out Subclass" consisting of all persons whose new A-1 Units were cashed out for $60.75; and (b) the "Series O Subclass" consisting of all persons who were coerced to sell the new A-1 Units in exchange for Series O Units issued pursuant to the materially defective, false and/or misleading Prospectus and Registration Statement. Excluded from the Class are the Defendants and members of their immediate families, any entity in which a defendant has a controlling interest, the heirs, successors and assignees of any such excluded party, as well as any affiliates or subsidiaries of Lehman Brothers.
Pursuant to and in accordance with the Order, filed on August 3, 2010, the Plaintiff’s amended complaint and this civil action was dismissed with prejudice.