Ruth's Hospitality Group, Inc.

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Ademi LLP is investigating Ruth’s (NASDAQ: RUTH) for possible breaches of fiduciary duty and other violations of law in its transaction with Darden.

Ruth’s shareholders are expected to receive only $21.50 per share, with a total transaction equity value of approximately $715 million. The transaction agreement unreasonably limits competing bids for Ruth’s by imposing a significant penalty if Ruth’s accepts a superior bid. Ruth’s insiders will receive substantial benefits as part of change of control arrangements.

We are investigating the conduct of Ruth’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Ruth’s.