BOSTON, Aug. 24, 2015 /PRNewswire/ -- Block & Leviton
LLP (www.blockesq.com), a Boston-based law firm representing investors
nationwide, has filed a lawsuit alleging breaches of fiduciary duty
by the Board of Directors of Charter Communications, Inc.
("Charter" or the "Company") (NASDAQ: CHTR) concerning certain
transactions with Liberty Broadband Corporation ("Liberty") in
connection with Charter's proposed acquisitions of Time Warner
Cable, Inc. ("TWC") and Bright House Networks, LLC ("Bright
House").
The complaint alleges that Liberty—which owns approximately 26%
of Charter's outstanding stock—is a controlling shareholder of
Charter. In connection with the proposed acquisition of Bright
House, Charter will allow Liberty to purchase $700 million in newly issued shares for
$173/share, a total of more than 4
million shares. Similarly, in connection with the proposed
acquisition of TWC, Charter will allow Liberty Broadband to
purchase $4.3 billion of newly issued
shares at a price equivalent to $176.95 per Charter share.
The complaint alleges that the share issuances are unfairly
priced because, among other reasons, Charter's financial advisors
project that the combined company could be worth significantly more
per share when the transactions close.
Liberty will also receive an irrevocable five-year voting proxy
for 6% of the outstanding voting power of Charter. This will
bring Liberty's total voting power to 25% and make it the only
shareholder able to avoid significant dilution of its voting
interest upon the consummation of the transactions. Liberty
is paying nothing for this material benefit.
Block & Leviton's complaint alleges that Liberty and
Charter's directors breached their fiduciary duties to Charter
shareholders by approving the unfair terms of these
transactions. Finally, the complaint alleges that the
Definitive Proxy statement filed with the SEC on August 20, 2015 was materially incomplete.
If you are a shareholder of Charter and have questions about
your legal rights, or if you have information relevant to this
investigation, please contact attorney Joel
Fleming, at (617) 398-5600 or email him at
joel@blockesq.com.
Block & Leviton has offices in Boston and the San Francisco Bay area and
represents investors nationwide for violations of securities laws.
The firm's lawyers have collectively been prosecuting securities
cases on behalf of investors for over 70 years.
This notice may constitute attorney advertising.
Contact:
BLOCK & LEVITON LLP
Joel Fleming, Esq.
joel@blockesq.com
(617) 398-5600
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SOURCE Block & Leviton LLP