Brookfield Homes Corporation

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Brookfield Homes Securities Settlement

The lawsuit was settled for $5 million in cash. Eligible Class members do not need to make a claim to obtain their pro rata share of the Settlement Fund. Class members who owned Homes common stock in street name at the time of the Merger that was converted into Residential common stock should look for payment of their pro rata share of the Settlement Fund from their nominees as of the closing of the Merger on March 31, 2011 and should make arrangements with their nominees regarding those payments. The following is a summary of the proceedings in this lawsuit: ‘On October 5, 2010, Brookfield Homes Corp. (Homes) and Brookfield Properties Corp. (later known as Brookfield Office Properties Inc.) (Properties) jointly announced that they entered into an agreement and plan of merger and contribution dated October 4, 2010 (the Merger Agreement), to combine Homes with the North American residential land and housing division of Properties into Residential (the Merger). Pursuant to the Merger Agreement, Homes stockholders would receive stock in Residential pursuant to an exchange ratio. On December 13, 2010, Plaintiff filed a putative class action lawsuit alleging that the Merger was not entirely fair to Homes minority stockholders because it allegedly undervalued Homes and resulted from a conflicted negotiation process in which certain Homes directors and officers and BAM, as the controlling stockholder of both Homes and Properties, stood on both sides of the transaction. Brookfield Homes stockholders approved the Merger on March 25, 2011, and the Merger closed on March 31, 2011, with shares of Residential beginning to trade on the New York Stock Exchange and Toronto Stock Exchange on the following day, April 1, 2011. On February 22, 2012, Plaintiff filed its Verified Amended Class Action Complaint (the Amended Complaint). On September 18, 2012, the Court entered an order granting in part, and denying in part, the various motions to dismiss filed by certain defendants, resulting in the dismissal with prejudice of claims against Homes, dismissal without prejudice of claims against defendants Alan Norris (Norris), Timothy R. Price (Price), Robert L. Stelzl (Stelzl) and Properties and the dismissal of certain counts of Plaintiff Amended Complaint and certain specific requests for relief, while permitting Plaintiff claims to proceed against Defendants concerning whether the Merger was entirely fair to the Homes minority stockholders. Plaintiff filed a motion for class certification on October 25, 2012, which Defendants opposed on March 22, 2013, after Plaintiff produced over 5,600 pages of documents and was deposed by Defendants on February 13, 2013. On June 24, 2013, the Court entered an order granting Plaintiff contested motion for class certification, certifying a class pursuant to Rule 23(a), 23(b)(1), and 23(b)(2) of the Court of Chancery Rules. Following the Court September 18, 2012 order on the motions to dismiss, and through November 27, 2013, the parties engaged in discovery, which involved Plaintiff production of additional merits-based discovery materials and Plaintiff receipt and review of over 330,000 pages of discovery materials from Defendants and third parties. The parties had scheduled depositions of Defendants and their representatives to begin on December 6, 2013. From October 24, 2013 through November 27, 2013, the parties engaged in arms-length negotiations concerning a potential resolution of the Action in advance of trial, which the Court scheduled to commence on September 15, 2014. On November 27, 2013, the parties reached an oral agreement to settle the Action; The oral agreement was memorialized in the Stipulation and Agreement of Settlement filed with the Court on January 29, 2014 (the Stipulation). On January 29, 2014, the Court entered a scheduling order providing for, among other things, the scheduling of the Settlement Hearing, a stay of the Action pending a hearing on the proposed Settlement, and an injunction against the commencement or prosecution of any action by any member of the Class asserting any of the claims subject to the Settlement of the Action.’

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