The litigation, spearheaded by the Rosen Law Firm, centers on the August 26, 2025, merger where shareholders received $9.15 per share. The complaint alleges that the definitive proxy statement provided to investors contained false and misleading information regarding the true value of the firm. Specifically, the suit claims the company portrayed the transaction as an arm’s-length strategic review while allegedly concealing Executive Chairman Foley’s personal interest in an expedited sale.
Beyond the motivation for the deal, the legal challenge highlights failures to disclose Bank of America Securities’ valuations of superior alternatives and material ties between Foley and the firm’s financial and legal advisors. The plaintiffs also contest the transparency of the board’s decision to approve downward revisions to financial projections. Investors eligible to join include those who sold common stock between May 13, 2025, and August 26, 2025, or those who held shares on the May 9, 2025, record date. No class has been certified yet, and investors may choose their own counsel or remain absent members while the litigation proceeds.
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