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 a shareholder derivative action brought on behalf of EACO Corporation (“EACO”). The Court found that the settlement was fair, reasonable, adequate, and in the best interests of EACO and its minority shareholders and dismissed the action with prejudice.
Wolf Popper LLP represented Plaintiff Alluvial Fund, L.P. in the litigation. The action challenged EACO’s October 2023 purchase of its headquarters building from a trust owned and controlled by EACO’s CEO, Chairman, and controlling stockholder, Glen F. Ceiley. The complaint alleged that the transaction was unfair to EACO because the Company paid millions of dollars more than it would have in an arm’s-length transaction.
The complaint further alleged violations of Florida’s conflict-of-interest statute and breaches of fiduciary duty arising from the approval of the transaction. The action sought to recover damages on behalf of EACO resulting from the allegedly inflated purchase price and to hold the responsible fiduciaries accountable for the transaction.
Following litigation and settlement negotiations, the parties reached a resolution that provides both monetary and governance benefits for EACO’s minority shareholders. The settlement provides both monetary and governance relief. 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.
EACO minority stockholders do not need to file a claim form. The Settlement will be distributed by the settlement administrator on a per-share basis directly to minority stockholders through nominees and broker dealers.