- 9 -
(Intermodal litigation), against petitioner, Thomas Hastings,
individually, and R. Eihusen, Linda M. Berney, Melvin Auch, and
Carolyn Loschen, as members of the board. V. Eihusen alleged in
this lawsuit that the named board members had breached a
fiduciary duty, and he prayed for the cancellation and rescission
of the Mid-Am purchase agreement and any stock issuance
thereunder, or, alternatively, an order that petitioner issue
additional shares to V. Eihusen to restore his voting rights and
power to the same as it was before the acquisition of Mid-Am.
Other forms of relief V. Eihusen prayed for were various
injunctions, attorney’s fees, and costs.
5. Negotiations for Settlement
The board believed petitioner’s position to be strong in
both the ESOP litigation and the Intermodal litigation and
vigorously denied any wrongdoing on the part of it and
petitioner. At the same time, the board appreciated the risks
involved in litigation and was mindful of the substantial time
and expense that petitioner needed to devote to this litigation.
In accordance with these considerations, petitioner and V.
Eihusen considered a settlement proposal on November 1, 1995
(November 1995 proposal), under which V. Eihusen would withdraw
his claims in the ESOP litigation and Intermodal litigation and
surrender all of his stock in petitioner. Petitioner, R.
Eihusen, and V. Eihusen amended that proposal on March 1, 1996.
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011