Ademi LLP is investigating Sculptor (NYSE: SCU) for possible breaches of fiduciary duty and other violations of law in its transaction with Rithm Capital.
In the transaction, Sculptor stockholders are expected to receive only $11.15 per share, with Sculptor operating partnership unitholders receiving the applicable amount of cash consideration in accordance with the Sculptor partnership agreements based on such $11.15 per share price. The transaction agreement unreasonably limits competing transactions for Sculptor by imposing a significant penalty if Sculptor accepts a competing bid. Sculptor insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Sculptor’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.