Saxena White served as co-lead counsel in a class action involving breach of fiduciary duty claims against the board of directors of Jefferies Group, Inc., in connection with that company’s merger with Leucadia National Corporation. In 2012, Jefferies entered into a merger agreement with Leucadia, a holding company which owned 28% of Jefferies and whose founders served on Jefferies’ board. Leucadia’s founders had a longstanding personal and professional relationship with Jefferies CEO, Richard Handler, which included lucrative joint ventures, personal investment advice and support, numerous financing transactions, and off-market stock purchases. As Leucadia’s founders neared retirement, Handler recognized an opportunity to merge his company with Leucadia and serve as CEO of the much larger, combined company. Negotiating in secret for months before informing the independent board members, Handler and Leucadia’s founders structured a deal that greatly benefitted Leucadia, to the detriment of Jefferies shareholders.
After aggressively litigating this case for almost two years and defeating the defendants’ motion to dismiss and motion for summary judgment, the plaintiffs ultimately negotiated a settlement which required Leucadia to pay $70,000,000 to class members, an outstanding result for former Jefferies shareholders. The settlement was approved on March 26, 2015 by Chancellor Andre Bouchard of the Delaware Court of Chancery.
