In 2014, Labaton Keller Sucharow filed a derivative complaint in the Delaware Court of Chancery relating to certain transactions involving AmTrust Financial Services, Inc. (AmTrust) and its controlling shareholders the Karfunkel Family.
In the fall of 2013, AmTrust was negotiating to acquire distressed insurance company Tower Group International, Ltd. However, in December 2013, AmTrust withdrew its proposal and submitted an offer for Tower on behalf a separate, private entity controlled by the Karfunkel Family. The Karfunkel Family then sold certain of Tower’s valuable assets to yet another entity they controlled, National General Holdings Corp. They also sold certain less-valuable assets of Tower back to AmTrust.
The initial complaint alleged that the Karfunkel Family—which owes fiduciary duties to AmTrust and its stockholders by virtue of their status as controlling shareholders—wrongfully took a corporate opportunity from AmTrust and otherwise breached their fiduciary duties to the company. The complaint further alleges that the AmTrust board breached its fiduciary duties by acting to advance the interests of the Karfunkel Family, rather than the interests of AmTrust and its minority stockholders. As an indication of the strength of our claims, eight of nine defendants answered our complaint, rather than moving to dismiss. In June 2016, the court denied the only motion to dismiss filed.
Following the announcement that AmTrust would be acquired by Evergreen Parent, L.P., an entity formed by private equity funds managed by Stone Point Capital, together with AmTrust’s Chairman and CEO Barry Zyskind, George Karfunkel and Leah Karfunkel, the Firm filed a new complaint against the same defendants of the derivative suit challenging the fairness of the take private transaction.
On November 16, 2018, Labaton Keller Sucharow was appointed co-lead counsel. Plaintiffs filed a consolidated class action complaint on January 25, 2019, that alleged conflicts amongst members of the AmTrust board of directors’ special committee who reviewed and approved the take private transaction. Plaintiffs subsequently filed an operative consolidated complaint on May 8, 2019. Defendants moved to dismiss the complaint. The Court held oral argument on November 5, 2019.
On February 26, 2020, the Court issued an opinion denying the core defendants’ motions to dismiss. Following substantial document discovery, the parties entered a settlement stipulation to resolve the class action for $40 million. The settlement was approved by the Court on November 22, 2021.
The case is In re AmTrust Financial Services, Inc. Stockholder Litigation, No. 2018-0396-LWW in the Delaware Court of Chancery. Labaton Keller Sucharow represents co-lead plaintiff Cambridge Retirement System.
