Cases & Investigations
EACO Corp. Derivative Litigation

Wolf Popper LLP represented Alluvial Fund, LP in a derivative litigation against nominal defendant EACO Corporation (“EACO” or the “Company”) and the other defendants Glen F. Ceiley (EACO’s CEO, Chairman, and 96% Controlling Stockholder); William L. Means, Stephen Catanzaro, Ellen S. Bancroft (members of EACO’s Board of Directors); and Donald Wagner (President and COO of EACO’s wholly owned subsidiary Bisco Industries, Inc.). On June 8, 2026, the Honorable David A. Haimes of the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida entered a Final Judgment approving the settlement of the derivative action.
 
The lawsuit was filed after an inspection of EACO’s internal books and records by Alluvial and Wolf Popper. The Verified Stockholder Derivative Complaint alleges that the Company’s October 2023 purchase of its headquarters building (the “Property”) for $31 million from a trust owned and controlled by Ceiley was grossly unfair to EACO in terms of both price and process, resulting in significant financial losses for the company. The Complaint alleges that the $31 million purchase price for the Property was inflated by millions of dollars above fair market value.
 
Among other things, the Complaint alleged that Ceiley violated Fla. Stat. § 607.0832 (Directors Conflict of Interest), and the other defendants aided and abetted those violations, by failing to ensure that the price paid for the Property was comparable to what might have been obtained in an arm’s length transaction. The Complaint also alleged that Ceiley breached the fiduciary duties he owed to EACO under Florida law by, among other things, selling the Property to EACO at a materially inflated price, and that Means, Catanzaro, and Bancroft breached the fiduciary duties they owed to EACO by, among other things, approving the purchase of the Property and failing to properly supervise and evaluate the purchase of the Property, which was an obvious conflicted transaction between the Company and its CEO, Chairman, and 96% Controlling Stockholder.  In addition, the Complaint alleges that Wagner aided and abetted Ceiley, Means, Catanzaro, and Bancroft’s breaches of fiduciary duties.
 
Following litigation and settlement negotiations, the parties reached a resolution that provides both monetary and governance benefits for EACO’s minority shareholders. Under the settlement, Defendants and/or their insurers will pay $350,000 in cash directly to EACO’s minority shareholders, estimated at approximately $2.09 per minority share, and EACO will adopt a new board policy requiring future material transactions involving EACO’s controlling stockholder or his affiliates to be reviewed and negotiated by a fully independent Transaction Committee with authority to retain its own advisors and counsel. Because Defendants and their affiliates own approximately 96.5% of EACO’s common shares, the $350,000 payment is the equivalent of a $10 million payment to EACO. The $350,000 payment is also a direct payment to EACO’s minority stockholders, rather than money paid to EACO that would remain under the control and discretion of the Defendants. In addition, as part of the settlement, Defendants or their insurers will also pay the costs of notice and administration of the settlement and a Court approved award to plaintiffs’ counsel of attorneys’ fees and costs and expenses.
 
The case is Alluvial Fund, LP v. Glen F. Ceiley, et al., CACE 24-012180, in the Circuit Court of the Seventeenth Judicial Circuit, in and for Broward County, Florida.
 

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