Judge Dismisses Suit Alleging Lionsgate Hid SEC Probe

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Courtesy of Lionsgate

A federal judge has dismissed a shareholder suit alleging that Lionsgate had concealed a U.S. regulatory investigation into its effort to prevent a hostile takeover by billionaire Carl Icahn.

U.S. District Judge John Koeltl in Manhattan, in a 56-page ruling issued Friday, found the plaintiff shareholders failed to show that Lionsgate’s disclosures related to the U.S. Securities and Exchange Commission probe were materially false or misleading.

The suit, which sought class-action status, was filed by KBC Asset Management NV in July, 2014, in U.S. District Court in New York City against Lionsgate and four of its top executives.

The action was filed four months after Lionsgate had agreed to pay $7.5 million and admit wrongdoing to settle Securities and Exchange Commission claims that the studio failed to disclose all information about its 2010 efforts to block Icahn’s hostile takeover.

The SEC said when it disclosed the settlement that Lionsgate management engaged in transactions that allowed board member Mark Rachesky to boost his stake through newly issued shares — effectively blocking Icahn’s takeover bid. The SEC took issue with the fact that Lionsgate did not disclose that the $100 million debt-to-equity swap reduced Icahn’s stake to 33.5% from 37.3%.

Icahn filed suit but settled in August 2011 as part of cashing out his stake for $7 a share, or $310 million.

“Lionsgate failed to reveal that the move was part of a defensive strategy to solidify incumbent management’s control, instead stating in SEC filings that the transactions were part of a previously announced plan to reduce debt,” the SEC said.

The SEC’s order found Lionsgate violated two sections and three rules and required Lionsgate to “cease and desist” from future violations.

Lionsgate had no comment Friday and a spokesman noted that the company does not comment on litigation as a matter of corporate policy.

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