Robert M. Heller Quoted in Politico Regarding Tribune Publishing’s Shareholder Dispute

Of Counsel, Robert M. Heller, was quoted in the June 2nd Politico article, “Can Michael Ferro’s ‘I Am Tribune’ routine hold up in court?” regarding the lawsuit filed against Michael Ferro, Chairman of Tribune Publishing.  Tribune shareholders have charged that Mr. Ferro is not acting in the best interest of all shareholders by rejecting Gannett’s offer to acquire the newspaper conglomerate.

“Insofar as the breach of fiduciary duty claim,” said Mr. Heller, “that’s a little more complicated because you have to look at the facts and decide, ‘Well, okay, he didn’t act in the best interests of the corporation and the shareholders, he acted in his own self interest.’ If it impacted or reduced what the shareholders would get, then he’s breached his fiduciary duty, but there’s going to be a burden on the shareholders to establish that they were harmed as a result of what Ferro did.”

“Basically,” Mr. Heller continued, “even if he’s still dealing, even if he didn’t disclose it, if he could establish that was fair and reasonable to the corporation, that would eliminate the breach of loyalty issue, the self-interest issue. There’s several ways to avoid exposure to that. One way is if it’s still fair and reasonable to the corporation. The burden of proof is on him [Ferro] to establish that.”

Mr. Heller focuses his practice on business litigation with an emphasis on shareholder disputes.  He represents corporate shareholders (both majority and minority), limited liability company members, as well as corporations and limited liability companies.

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