WASHINGTON--(BUSINESS WIRE)--Dinsmore & Shohl LLP announced today that a class action has been commenced in the United States District Court for the Eastern District of Virginia (Alexandria Division) Case No. 1:13-cv-1056, on behalf of individuals who sold securities of The Bureau of National Affairs Inc. (“BNA” or the “Company”) from March 21, 2011 through August 25, 2011 (the “Class Period”). The case is styled Eileen Joseph, et al. v. The Bureau of National Affairs, Inc., et al. A copy of the complaint can be found at securitiesclassaction.dinsmore.com
Plaintiffs seek certification of a proposed class (“Class”) of all persons who sold BNA stock (“Company Stock” or “Stock”) through The BNA Stock Purchase and Transfer Plan (“SPTP”) from March 21, 2011 through August 25, 2011 (“Class Period”) and received $17.50 per share for the Stock. The Class excludes: (i) any Defendants named in the Complaint; (ii) any officers and directors of the Company during the Class Period; (iii) any individuals who may be liable for the claims asserted in the Complaint; and (iv) any members of the immediate families of any person described in (i) through (iii).
Plaintiffs seek to recover actual damages in the amount of any losses suffered by the Class as a result of the Defendants’ alleged wrongdoing. The Complaint contains allegations that BNA and certain of its officers and directors violated the Securities Exchange Act of 1934 (the “Securities Act”) through omissions and misrepresentations made to Class Members. According to the Complaint, at the BNA Board meeting on March 10, 2011, the directors responsible for setting the price of Company Stock undervalued the Stock by setting the price at $17.50 per share when they knew that the Stock was worth substantially more because the Company was for sale. The Complaint further alleges that during the Class Period, Defendants purposely omitted information regarding the sale of the Company from their communications with Class Members and then allowed Class Members to sell their Stock back to the Company at the undervalued price of $17.50 per share through the continued operation of the SPTP. On August 25, 2011, BNA announced that the Company had entered into an agreement for Bloomberg to acquire all of the outstanding shares of Company Stock for $39.50 per share in a cash tender offer. Plaintiffs assert in the Complaint that Defendants by their actions deprived the Class Members of the $22.00 per share premium Class Members would have received had they tendered their shares to Bloomberg for $39.50 per share.
The Complaint also contains allegations that some of the Defendants, by virtue of their positions as controlling persons within the meaning of § 20 of the Securities Act, had the authority to correct the misrepresentations and omissions described in the Complaint but failed to do so, thereby making these Defendants liable for BNA’s alleged violations of the Securities Act. In addition, the Complaint contains allegations that during the Class Period BNA and certain of the named Defendants acquired additional Company Stock at the undervalued price of $17.50 per share based upon material nonpublic information. According to these allegations, any Defendant who acquired more Stock during the Class Period had a duty to either disclose the material non-public information or to abstain from trading in Company Stock while in possession of such information. Plaintiffs assert that by failing to either disclose or abstain, the Defendants who acquired more stock violated the Securities Act.
Pursuant to 15 U.S.C. § 78u-4, if you are a member of the proposed class described above, you may move the Court not later than 60 days from the date of this Notice to be appointed by the Court to serve as lead plaintiff for the federal securities law violations discussed above.
15 U.S.C. § 78u-4 provides that the Court shall appoint as lead plaintiff the member or members of the class that the Court determines to be most capable of adequately representing the interest of the class members with respect thereto. In making this determination, the Court shall adopt a rebuttable presumption that the most adequate plaintiff is the person or group that has either filed a complaint or made a motion for appointment as lead plaintiff, has the largest financial interest in the relief sought by the class, and otherwise satisfies the requirements of Rule 23 of the Federal Rules of Civil Procedure, which at the stage of selection of lead plaintiff, includes a showing that the lead plaintiff has claims that are typical of class members and will be an adequate representative of the class, including the absence of material conflicts of interest with the other class members.
If you wish to discuss this Action or have any questions concerning this Notice or your rights or interest with respect to these matters, you may contact Plaintiffs’ counsel, William A. Sherman, Esq. of Dinsmore & Shohl LLP at 1-800-934-3477 or 202-372-9117, or via e-mail at firstname.lastname@example.org. Any member of the proposed class may move the Court to serve as lead plaintiff through current Plaintiffs’ counsel or through counsel of their choice, or may choose to do nothing and remain an absent class member.