Freeport-McMoRan Copper & Gold, Inc. Derivative Litigation
The Firm served as co-lead counsel in In re Freeport-McMoRan Copper & Gold, Inc. Derivative Litigation, C.A. No. 8110-VCN (Del Ch.), a shareholder derivative action challenging the Freeport-McMoRan Copper & Gold Inc.’s (“Freeport”) Board of Directors’ decision to allegedly overpay to acquire McMoRan Exploration Co. (“MMR”) and Plains & Production Company (“PSP”) (the “Transaction”). On April 7, 2015, a settlement of $137.5 million cash was granted final approval. The majority of the settlement proceeds will be distributed to Freeport shareholders in the form of a special dividend.
Additionally, the litigation resulted in a settlement with third-party Credit Suisse Securities (USA) LLC (“Credit Suisse”). Credit Suisse was the financial advisor to the special committee (the “Special Committee”) of the Freeport board of directors in connection with the Transaction. The Settlement, which is valued at $16.25 million, consists of a payment by Credit Suisse to Freeport of $10 million, and a credit of $6.25 million to be redeemable in connection with future services provided by Credit Suisse at fair market value (the nature of such services is to be agreed to by Credit Suisse and Freeport). The $10 million payment from Credit Suisse will be added to the special dividend to be paid to Freeport shareholders.
The settlement resolves allegations in the second amended consolidated complaint that the Chairman and former CEO of Freeport, who is also the co-founder, Co-Chairman, President, CEO, and largest individual shareholder of MMR, orchestrated the Transaction in order to bail out his personal investment in the financially endangered, cash-poor MMR and gave substantial personal benefits to insiders, including a majority of the Freeport Board and PXP’s CEO, at the expense of Freeport and its stockholders.
For more information, please contact Seth Ottensoser at (212) 779-1414.