Duff & Phelps Corporation

Duff & Phelps Corporation

Duff & Phelps Corporation, Securities Settlement

The lawsuit was settled for additional disclosures in the proxy statement. The following is a summary of the proceedings in this lawsuit: ‘On December 30, 2012, Duff & Phelps Corporation announced that it had entered into a definitive merger agreement pursuant to which it would be acquired by a consortium comprising controlled affiliates of or funds managed by The Carlyle Group, Stone Point Capital LLC, Pictet & Cie, and Edmond de Rothschild Group for $15.55 per share in cash in a transaction valued at approximately $665.5 million. Following the announcement of the Merger, two putative class-action lawsuits challenging the Merger were filed: the first, the New York Action filed in the Court on January 15, 2013 (then under the caption Rutkowski v. Gottdiener, et al., Index No. 650144/2013), and the second, the Delaware Action, filed in the Delaware Court of Chancery on January 17, 2013. On February 6, 2013, Duff & Phelps filed a preliminary proxy statement in connection with the Merger on Schedule 14A with the Securities and Exchange Commission. On February 11, 2013, the complaint in the New York Action was amended to add claims pertaining to the Preliminary Proxy Statement, and, on February 21, 2013, the plaintiff in the Delaware Action filed an amended complaint adding claims pertaining to the Preliminary Proxy Statement. The complaints in the Actions, as amended, generally allege that the Duff & Phelps board of directors breached its fiduciary duties in connection with its consideration and approval of the Merger Agreement and in connection with certain alleged material misstatements or omissions in the Preliminary Proxy Statement, and that the Consortium or acquisition vehicles controlled by the Consortium aided and abetted those alleged breaches. Beginning on January 23, 2013, plaintiffs in the Actions began seeking discovery from the Defendants and from non-party Centerview Partners LLC, which served as a financial advisor to Duff & Phelps in connection with the Merger. On February 15, 2013, plaintiff Thomas Rutkowski in the New York Action moved for expedited proceedings and discovery. On March 5, 2013, the parties in the Actions reached an agreement concerning coordination, scheduling, and discovery that provided for expedited discovery and proceedings in this Court. Between March 5, 2013 and March 13, 2013, Defendants and Centerview produced document discovery (including, but not limited to, board minutes, financial presentations, and emails concerning the Merger and the process that led thereto) in accordance with the parties March 5th stipulation. On March 16, 2013, Plaintiffs counsel delivered a letter to Defendants counsel outlining additional items of material information that Plaintiffs believed should have been included in the Preliminary Proxy Statement. On March 19, 2013, the Delaware Court of Chancery entered an order staying the Delaware Action in favor of the New York Action pending consummation of the Merger. Between March 18 and March 22, 2013, Plaintiffs counsel took the depositions of a representative of Centerview and a member of the Duff & Phelps board of directors. On March 21, 2013, Duff & Phelps filed a definitive proxy statement in connection with the Merger on Schedule 14A with the Securities and Exchange Commission. On March 27, 2013, the parties filed a joint stipulation providing that plaintiffs Richard Kleiner and West Palm Beach Police Pension Fund would be joined as plaintiffs to the New York Action. Plaintiffs Rutkowski and Kleiner have sold their shares since the commencement of the New York Action and have dismissed their claims, leaving West Palm Beach Police Pension Fund as the remaining plaintiff in the New York Action. Plaintiff counsel and counsel for Defendants in the Actions engaged in extensive arm-length negotiations concerning Plaintiffs demands and a possible settlement of the Actions. As a result of those negotiations, the Parties hereto entered into a Memorandum of Understanding on April 5, 2013 containing the terms for the Parties agreement-in-principle to resolve the Actions. Among other things, the MOU provided that Duff & Phelps would issue additional disclosures set forth in the Form DEFA14A (Additional Proxy Materials), filed with the SEC on April 8, 2013. Without admitting any wrongdoing, Defendants acknowledge that the filing and prosecution of the Actions and discussions with Plaintiff counsel were the sole cause of the Disclosures. At a special meeting of stockholders on April 22, 2013, Duff & Phelps stockholders voted to approve the adoption of the Merger Agreement.’

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