Murphy, Falcon & Murphy, P.A. Files Class Action Alleging Breach of Fiduciary Duty

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Murphy, Falcon & Murphy, P.A. Files Class Action Alleging Breach of Fiduciary Duty; Shareholders of Cole Real Estate Investments, Inc. argue that the company was undervalued in a recently-announced merger with American Realty Capital Properties, Inc.

Murphy, Falcon & Murphy, P.A. and Kirby McInerney LLP announced today that they have filed a class action lawsuit against Cole Real Estate Investments, Inc. (“Cole”) on behalf of investors who currently hold shares in the company, alleging that Cole breached its fiduciary duties to its stockholders when it agreed to sell the company to American Realty Capital Properties, Inc. (“American Realty”) for less than what it is worth.

On October 23, 2013, American Realty and Cole announced that they had signed an agreement to merge the two companies, a transaction that was valued at $11.2 billion, and which would merge Cole with and into a wholly-owned subsidiary of American Realty. The plaintiffs, however, contend that the resulting offer is too low and undervalues Cole, according to our complaint filed in the Circuit Court for Baltimore City, case number 24-C-13006758

The complaint alleges: 1) In addition to the inadequate price, the agreement guarantees hefty payments to a few select individuals, including Cole’s founder and Executive Chairman, Christopher H. Cole; and 2) that these individuals, who will greatly benefit from the deal, owe fiduciary duties to Cole’s public stockholders. Instead, they have breached those duties by agreeing to lock up the merger with unreasonable deal protection devices, including a no-shop provision, a matching rights provision, and a $100 million termination fee provision, that prevents other bidders from making a superior offer for Cole.

“American Realty’s offer does not reflect the value of Cole’s stock and does not adequately compensate the stockholders. If the deal goes through, a few privileged individuals will benefit at the expense of the stockholders, who will be irreparably harmed,” said Hassan Murphy, managing partner of Murphy, Falcon & Murphy, P.A.

If you currently own common stock in Cole and would like to learn more about this class action lawsuit, please contact either:

Murphy, Falcon & Murphy, P.A.

Kirby McInerney LLP
(888) 529-4787 (click for form)

About Murphy, Falcon & Murphy, P.A.
Murphy, Falcon & Murphy, P.A. is Baltimore-based law firm specializing in complex civil and criminal litigation. Our team of seasoned trial lawyers has significant experience working with a variety of corporate and individual clients across the country, and takes pride in exceptional success rates that dwarf the national average. Our attorneys have represented some of the largest corporations in a series of high-profile, high-stakes cases in some of the toughest jurisdictions around the country, and have saved our clients billions of dollars through verdicts and settlements. Learn more at

About Kirby McInerney LLP
Kirby McInerney LLP is a New York-based law firm concentrating in securities, stockholder, whistleblower, antitrust and consumer litigation. For additional information, please go to

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Hassan Murphy
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