RetailMeNot Files Amended Schedule 14D-9 in Response to Shareholder Disclosure Suits

On May 12, 2017, RetailMeNot, Inc., a Delaware corporation, filed an amended Schedule 14D-9 in response to shareholder suits brought in the United States District Court for the District of Delaware. The suits concern RetailMeNot’s allegedly lax disclosures regarding an upcoming tender offer by R Acquisition Sub, Inc., a subsidiary of Harland Clarke Holdings Corp., to purchase all of RetailMeNot’s outstanding Series 1 common stock. The amended filing contains additional disclosures, which has spurred at least one plaintiff to inform the court it would withdraw its motion to preliminarily enjoin the tender offer.

A recent article suggests that the RetailMeNot lawsuits are an example of cases where shareholders seeking additional disclosures regarding M&A deals will file complaints in federal court, at least in part, because of Delaware’s toughened standard for disclosure-only settlements and of companies trying to moot litigation by voluntarily making supplemental disclosures.