Hanover Direct Shareholder Litigation


09/14/09 – 09/18/09


5-day bench trial over a shareholder challenge to the 2007 merger between Hanover Direct and its largest shareholder, hedge fund Chelsey Direct.

The smaller shareholders alleged that Hanover's directors had conflicts of interest in approving the merger agreement, and that an investment banker's valuation analysis was flawed, which allegedly allowed Chelsey to freeze out the purported minority shareholders and capture the true value of the Company for itself.

Hanover Direct announced on April 12, 2007, that it had completed the transaction at 25 cents per share, and had become a privately held company.


The court found that a merger price of $0.25 for a company already below sea level was entirely fair.


Recording Disclaimer: This proceeding was recorded in full.

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