May 15, 2018

Wolf Popper LLP Prevails against Handy & Harman's Controlling Shareholder's Motion to Dismiss

In In re Handy & Harman Ltd. Stockholder Litigation, Wolf Popper filed a class action lawsuit challenging the fairness of the acquisition of Handy & Harman Ltd. (“HNH”) by its controlling shareholder, Steel Partners Holding LP.   In particular, HNH used a special committee of purportedly independent directors to negotiate the transaction with Steel Partners.  However, HNH never disclosed that the chair of the special committee was the former college roommate and business partner of Steel Partners’ CEO, tainting the process that led to the consummation of the transaction.  Wolf Popper, and co-counsel, on behalf of the plaintiffs, further allege that the acquisition price undervalued HNH.  On May 10, 2018, Justice Barry Ostrager denied the defendants’ motion to dismiss the complaint as to the controlling shareholder (Steel Partners).  The case, which is pending in New York State Supreme Court, in Manhattan, is proceeding with discovery.  See article here by Alison Frankel of Thomson Reuters.