United States District Court for the Northern District of Illinois
Case No. 09-cv-1668
Keller Rohrback and Co-Counsel filed the Complaint in Bonnie Fish, et al. v. GreatBanc Trust Company, et al. on behalf of four Employee Stock Ownership Plan (“ESOP”) participants and the Antioch ESOP against the ESOP’s former trustee GreatBanc Trust and the three members of the ESOP Advisory Committee (Lee Morgan, Asha Morgan Moran, and Chandra Attiken), alleging violations of the Employee Retirement Income Security Plan of 1974 (as amended) (“ERISA”). The Plaintiffs have asserted an ERISA claim against the ESOP fiduciaries in connection with the creation, design, and approval of a stock transaction in December 2003, which resulted in the buyout of all of the non-ESOP shareholders for consideration totaling approximately $234 million in value and transfer to the ESOP of 100% ownership of The Antioch Company (“Antioch”). Plaintiffs have alleged that the December 2003 transmittal violated ERISA in that:
A. The members of the ESOP Advisory Committee allowed their fiduciary responsibility to be clouded by their concerns for liquidity to the non-ESOP shareholders (including themselves) and for continuing control by the Morgan family; and
B. All of the Defendants placed the ESOP participants at unnecessary risk from future insolvency and behaved imprudently in establishing a transaction that was unfair to the ESOP and incentivized employees to terminate their employment and lock in their stock values, thereby creating serious liquidity and financial problems, breach of loan covenants with lenders, and triggering a substantial decline in the value of ESOP shares.
Plaintiffs further contend that these ERISA violations predictably caused the serious financial problems which destroyed the Company as a going concern and forced it into bankruptcy. The ESOP is now worthless and seeks to recover its losses in this litigation.
Plaintiffs seek to represent a Class of all persons excepts Defendants who were participants or beneficiaries of the ESOP as of December 16, 2003, and continue to hold ESOP accounts invested in Antioch stock as of the date of the filing of the Complaint (March 17, 2009).
Complaint — 03/17/09