NOTICE OF VOLUNTARY DISMISSAL
OF SHAREHOLDER DERIVATIVE LAWSUIT AGAINST iSTAR FINANCIAL
INC.
In April and May 2010, three separate shareholder derivative
complaints were filed, purportedly on behalf of iStar
Financial Inc. ("iStar"), against iStar's Board of Directors
and certain current and former executive officers. These
actions all alleged that iStar's public disclosures during
December 2007-March 2008 allegedly contained material
misstatements and omissions relating to iStar's continuing
operations, including the value of iStar's loan portfolio and
certain debt securities held by iStar. The actions further
alleged that, in connection with these alleged misstatements
and certain subsequent personnel actions, the individual
defendants breached their fiduciary duties to iStar and are
liable to iStar for unjust enrichment, abuse of control,
gross mismanagement and waste of corporate assets. One of
these complaints, filed in Supreme Court of New York, County
of New York, was voluntarily dismissed in June 2010. The
second complaint, Kautz v. Sugarman, filed in the United
States District Court for the Southern District of New York,
was dismissed in its entirety on March 31, 2011; on
November
21,2011, the United States Court of Appeals for the Southern
District of New York affirmed the dismissal.
On December 12, 2011, the parties in the remaining
shareholder derivative action, Vancil v. Sugarman, et al.,
No. 10 Civ. 4312 (RJS), pending in the United States District
Court for the Southern District of New York, filed a
Stipulation of Dismissal that read in relevant part as
follows:
"WHEREAS plaintiff Addie Vancil filed this Verified
Shareholder Derivative Complaint on behalf of iStar Financial
Inc. ("iStar" or "the Company") for
Breach of Fiduciary Duty, Waste of Corporate Assets, and
Unjust Enrichment on May 28, 2010;
"WHEREAS defendants contend that the demand underlying this
action is identical to two other shareholders' demands that
were investigated by the Special Committee appointed by
iStar's Board of Directors to evaluate the merits of the
claims asserted by Plaintiff on behalf of iStar, and that the
Special Committee's report recommending that no action be
brought with respect to such claims reflected a proper
exercise of business judgment;
"WHEREAS, due to her declining health, on November 14, 2011,
Plaintiff submitted a pre-motion letter notifying the Court
of her intention to bring a motion to appoint her companion
and financial advisor, M. Lee Arnold, as Guardian Ad Litem in
this action pursuant to Rule 17 of the Federal Rules of Civil
Procedure;
. . .
"WHEREAS, in view of the concerns about Plaintiff's declining
health, her ability to provide reliable testimony and the
burdens such testimony would impose on Plaintiff given her
advancing mental and pysical infirmities, Plaintiff seeks the
Court's
approval to voluntarily dismiss this action with prejudice as
to Plaintiff only pursuant to
Fed. R. Civ. P. 23.1(c);
. . .
"NOW THEREFORE the parties hereby STIPULATE and AGREE, and
request that the Court enter an order approving the voluntary
dismissal of this action Pursuant to Fed. R. Civ. P. 23.1(c),
as follows:
"This Action is hereby dismissed with prejudice as to
Plaintiff only. This dismissal is without prejudice as to the
Company or any other shareholder."
On January 3, 2012, the Court in Vancil issued an Order
requiring that notice of the proposed voluntary dismissal
without prejudice be posted on the websites of iStar
Financial Inc. and plaintiff Vancil's counsel, Robbins Umeda
LLP, for 30 days, commencing no later than January 9, 2012.
Pursuant to that notice, shareholders of iStar are hereby
advised that:
1. The deadline for any shareholder to file with the Court an
objection to the voluntary dismissal without prejudice is
February 10, 2012;
2. The deadline for the parties to respond to any such
objections is February 17,
2012.
3. A public hearing regarding the voluntary dismissal shall
be held on February
24, 2012, at 4:00 p.m., in the United States District Court
for the Southern
District of New York, Daniel Patrick Moynihan United States
Courthouse,
500 Pearl Street, New York, NY 10007-1312.
Questions about this notice can be directed to counsel for
iStar or Ms. Vancil:
Counsel for Company:Carl E. Volz
Katten Muchin Rosenman, LLP
525 W. Monroe Street
Chicago, IL 60661
Phone: (312) 902-5362 carl.volz@kattenlaw.com
Counsel for Addie Vancil:Craig Smith
Robbins Umeda LLP
600 B Street, Suite 1900
San Diego, CA 92101
Phone: (619) 525-3990
CSmith@robbinsumeda.com
distribué par | Ce noodl a été diffusé par iStar Financial Inc. et initialement mise en ligne sur le site http://www.istarfinancial.com. La version originale est disponible ici. Ce noodl a été distribué par noodls dans son format d'origine et sans modification sur 2012-01-10 00:31:04 AM et restera accessible depuis ce lien permanent. Cette annonce est protégée par les règles du droit d'auteur et toute autre loi applicable, et son propriétaire est seul responsable de sa véracité et de son originalité. |
Documents associés | |
Notice of Dismissal of Shareholder Lawsuit |