According to the complaint filed June 7, 2011, the defendants violationed state law and § 14(a) and §20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and U.S. Securities and Exchange Commission ("SEC") Rule 14a-9 promulgated thereunder in connection with their attempts to sell Lawson to GGC, an affiliate of Golden Gate Capital and Infor, at an unfair price of $11.25 per share via an unfair process (the "Proposed Acquisition"). Further, as part of their efforts to seek shareholder approval of the Proposed Acquisition, the defendants have filed with the SEC a false and materially misleading Form 14A Definite Proxy Statement (the "Proxy").
In pursuing the unlawful plan to sell the Company via an unfair process and at an unfair price, each of the defendants violated applicable law by directly breaching and/or aiding the other defendants' breaches of their fiduciary duties of loyalty and due care, as well as federal securities laws. This action seeks to enjoin the Individual Defendants (as defined herein) from further breaching their fiduciary duties in their pursuit of a sale of the Company and from seeking shareholder approval of the Proposed Acquisition without disclosing all material information in the Proxy to Lawson shareholders in violation of § 14(a) and §20(a) of the Exchange Act.
On June 23, 2011, the Plaintiff filed a notice of voluntary dismissal without prejudice to re-file in the future. The case was terminated on the same day.
On June 28, 2011, the Court formally entered an order dismissing the case without prejudice based on the Plaintiff's notice of voluntary dismissal.