Lionsgate Moves to Dismiss Shareholder Lawsuit Over Carl Icahn Stock Block
“Hunger Games” studio says it was not required to disclose measures taken to prevent 2014 hostile takeover
Matt Donnelly | February 13, 2015 @ 4:17 PM
Last Updated: February 13, 2015 @ 4:57 PM
Lionsgate Entertainment is moving to strike a class-action lawsuit from its own stockholders, who claim the company concealed efforts to dilute shares when successfully thwarting a 2014 hostile takeover from investor Carl Icahn.
The motion to dismiss, summarized in a memo released Friday, said the “Hunger Games” studio feels it wasn’t required to disclose tactics for keeping control of the production company, despite admitting wrongdoing to the Securities and Exchange Commission and paying a settlement of $7.5 million to the committee in March 2104.
The decisions in question involve Lionsgate brass issuing millions of new shares in order to dilute Icahn’s stake in the company. In the Friday memo, attorneys for the company said they were under no obligation to inform other shareholders of those efforts.
“No court has ever held that any statute or regulation imposes an affirmative duty to disclose a government investigation before the agency has even decided to institute proceedings,” according to the memo.
A statement from the SEC last March said Lionsgate “withheld material information just as its shareholders were faced with a critical decision about the future of the company. Full and fair disclosure is crucial in tender offers given that shareholders rely heavily on corporate insiders to make informed decisions, especially in the midst of tender offer battles.”
Lionsgate, which also produces television shows like “Mad Men,” also argued the $7.5 million penalty wasn’t indicative of guilt, as it “represented a fraction of a percent of Lions Gate’s total assets at the time … 0.27 percent, to be precise.”
The memo did not specify what damages the shareholders are seeking.
Lionsgate closed at $32.17 per share on Friday, up 0.08 percent.
Pamela Chelin contributed to this report.
Hollywood's Most Outrageous Lawsuits (Photos)
Between Lindsay Lohan firing back at Fox News, Mariah Carey allegedly short changing her domestic help, and Sly Stone winning millions after suing his ex-manager -- stars often turn to the courts to address their squabbles and strife.
Lindsay Lohan filed suit against Fox News and Sean Hannity on Feb. 2, 2015, after a news correspondent accused Lohan's mom of snorting cocaine with her troubled daughter. It didn't take long for Fox to fire back. “We will defend this case to the fullest,” the network told TheWrap the next day.
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A former nanny for Mariah Carey and Nick Cannon filed a lawsuit on Jan. 28, 2015, alleging she was fired after showing the couple's kids too much affection and did not receive overtime pay despite working 100 hours per week.
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Legendary funk artist Sly Stone won $5 million on Jan. 27, 2015, after suing his former manager and entertainment attorney for misappropriating royalties owed him for more than 20 years.
Former “Real Housewives of Orange County” executive producers Patrick Moses and Kevin Kaufman filed a suit against Bravo in Nov. 2014, claiming they were deceitfully ousted from the show and bilked out of millions of dollars after helping to create the show and the franchise.
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Jessie Nizewitz, a contestant on VH1’s “Dating Naked,” filed suit in New York in Aug. 2014, seeking $10 million in damages for emotional distress, humiliation and embarrassment after the show allegedly failed to properly blur her genitals.
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Octavia Spencer was awarded $940,000 in Dec. 2014 after claiming a weight loss company, Sensa Products Inc., wrongfully fired her from an endorsement deal and still owed her money.
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Former Tinder executive Whitney Wolfe filed a sexual harassment lawsuit against her former company June 2014, alleging she was repeatedly called a "whore" by CMO Justin Mateen and was stripped of her co-founder title simply for being a woman.
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Former TMZ producer Jarrett Gaeta slapped his former employer with a lawsuit in June 2014, claiming he was wrongly terminated. Gaeta was let go after a subordinate accused him of "racist behavior," including defending blackface and sending pictures of watermelons to African-American employees.
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CNN America was sued in Aug. 2014 by a pair of plaintiffs who claim that correspondent Arwa Damon bit one of them and threatened both during a drunken altercation at the U.S. Embassy in Baghdad.
"Boardwalk Empire" actress Paz de la Huerta sued Lionsgate in Aug. 2014 claiming she was run over by an ambulance while filming "Nurse 3D." Lionsgate filed a motion to dismiss, which De La Huerta opposed on Jan. 23, 2015. Lionsgate then opposed her opposition on Jan. 30, 2015, in a seemingly neverending loop of opposing motions.
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Rapper Rakim Mayers, aka A$AP Rocky, was sued in civil court in June 2014 for allegedly assaulting a woman while making his way through a crowd during the 2013 Made in America Festival.
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Nicki Minaj’s former hairstylist and wig designer filed a $30 million lawsuit against the rapper in 2014 for allegedly stealing his wig designs and costing him a potential reality show. A judge later dismissed the case for lack of sufficient evidence.
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Kim Kardashian and Kanye West filed suit against YouTube founder Chad Hurley on Oct. 31, 2013, claiming he posted a video of the couple’s surprise engagement to his website without permission. The process was delayed when Hurley’s reps filed an anti-SLAPP motion in an attempt to have the case dismissed.
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Jahmel Binion filed a lawsuit against Shaquille O’Neal in July 2014 when O’Neal posted a photo to his Instagram account mocking Binion, who suffers from a rare condition that causes facial abnormalities, sparse hair and missing teeth. Binion claimed defamation, emotional distress and invasion of privacy in the $25,000 lawsuit, and after pressure from the public O’Neal apologized.
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In 2014 singer Chris Brown was mentioned in a lawsuit filed by the cousin of artist Frank Ocean. The defendant claimed Brown and an associate allegedly kicked and punched him when he confronted them about parking in a spot designated for Ocean at a Los Angeles recording studio. Ocean, who was also injured, later said he wouldn't seek criminal or civil penalties.
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From embezzlement to slander, there’s no shortage of celebrity court action
Between Lindsay Lohan firing back at Fox News, Mariah Carey allegedly short changing her domestic help, and Sly Stone winning millions after suing his ex-manager -- stars often turn to the courts to address their squabbles and strife.