December 06, 2012
Bernstein Liebhard LLP is investigating whether the Board of Directors of Freeport-McMoRan Copper & Gold Inc. (“Freeport”) (NYSE: FCX) breached its fiduciary duty to its shareholders in agreeing to buy Plains Exploration & Production Company (“Plains”) (NYSE: PXP) and McMoRan Exploration Co. (“MMR”) (collectively, the “Acquisitions”).
Under the terms of the agreements: (i) Plains shareholders will receive 0.6531 shares of Freeport common stock and $25.00 in cash, equivalent to total consideration of $50.00 per Plains share, based on the closing price of Freeport stock on December 4, 2012; and (ii) MMR shareholders will receive $14.75 in cash and 1.15 units of a royalty trust, which will hold a 5 percent overriding royalty interest in future production from MMR’s existing ultra-deep exploration properties for each share they own.
The investigation is focused on whether (i) the Freeport board is overpaying in connection with the Acquisitions; (ii) the process by which the Freeport board considered and approved the transactions; and (iii) possible conflicts of interest concerning (a) Freeport’s Chairman of the Board James Moffett, who is also co-Chairman of MMR; and (b) Plains’ Chairman of the Board, James Flores, who also sits on MMR’s Board.
Bernstein Liebhard LLP has pursued hundreds of securities, consumer and shareholder rights cases and recovered over $3 billion for its clients. It has been named to The National Law Journal’s “Plaintiffs’ Hot List” in each of the last ten years.