Ademi LLP is investigating Nordstrom (NYSE: JWN) for possible breaches of fiduciary duty and other violations of law in its transaction with the Nordstrom Family and Liverpool.
In the transaction, Nordstrom shareholders will receive $24.25 in cash for each share of Nordstrom common stock they hold in a transaction valued at approximately $6.25 billion on an enterprise basis. Following the close of the transaction, the Nordstrom Family will have a majority ownership stake in the Nordstrom. Nordstrom insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Nordstrom by imposing a significant penalty if Nordstrom accepts a competing bid. We are investigating the conduct of Nordstrom’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.