Smurfit-Stone Container Corporation ("Smurfit" or the Company) is an American paperboard and paper-based packaging company with global operations.

According to Smurfit's Form 10-Q For Quarter Ended March 31, 2011, three Complaints on behalf of the same putative class of the Company’s stockholders have been filed in the Circuit Court for Cook County, Illinois challenging the Merger Agreement. On March 4, 2011, the Plaintiffs in the consolidated action filed an amended Complaint which names as Defendants Smurfit, Rock-Tenn and the individual members of the Company’s Board of Directors (the “Merger Defendants”). The amended Complaint alleges, among other things, that the consideration agreed to in the Merger Agreement is inadequate and unfair to the Company’s stockholders, that the February 24, 2011 preliminary joint proxy statement/prospectus contained misleading or inadequate disclosures regarding the proposed merger, that the individual Defendants breached their fiduciary duties in approving the Merger Agreement and that those breaches were aided and abetted by Rock-Tenn and the Company. The amended Complaint seeks equitable relief, including an injunction prohibiting consummation of the Merger Agreement. On April 21, 2011, the Court stayed this consolidated matter pending resolution of the Delaware Plaintiffs’ motion for preliminary injunction or until further order of the Court.

On February 17, 2011, a putative class action Complaint asserting similar claims was filed against the same Defendants and a Rock-Tenn merger subsidiary in the United States District Court for the Northern District of Illinois under the caption of Dabrowski v. Smurfit-Stone Container Corp. (the “Illinois-Northern District Complaint”). On April 21, 2011, the Plaintiff filed an amended Complaint alleging, among other things, that the consideration agreed to in the Merger Agreement is inadequate and unfair to the Company’s stockholders, that the Company and the individual Defendants breached their fiduciary duties in approving the Merger Agreement and that those breaches were aided and abetted by Rock-Tenn and its merger subsidiary. The Plaintiff also alleges that the March 31, 2011 amended joint proxy statement/prospectus contained misleading or inadequate disclosures constituting violations of Section 14(a) of the Securities Exchange Act of 1934. The Plaintiff seeks equitable relief, including an injunction prohibiting consummation of the Merger Agreement.

Three complaints on behalf of the same putative class of the Company’s stockholders have been filed in the Delaware Court of Chancery challenging the Merger Agreement [...]. On March 24, 2011, the Plaintiffs moved for class certification.

According to the docket for the federal securities class action, on August 4, 2011, the Plaintiff filed a notice voluntarily dismissing the action without prejudice.