Court: U.S. District Court Western District of Pennsylvania (Pittsburgh)
Case Number: 2:15-cv-00941
Judge: Magistrate Judge Cynthia Reed Eddy
Case Contacts: Mark Lebovitch, Jeroen van Kwawegen, Adam Hollander, Alla Zayenchik

On July 21, 2015, BLB&G filed a class action in Pennsylvania on behalf of Roofers Local 149 Pension Fund and similarly situated shareholders against Mylan, N.V. (“Mylan” or the “Company”), Heather Bresch, and Robert J. Coury.

The action alleges breaches of fiduciary duties by the board of directors of Mylan in connection with Mylan’s 2014 “Tax Inversion” transaction, which included the Company’s move to incorporate in the Netherlands.  Plaintiff alleges that the Mylan board of directors (the “Board”) breached its duties by assuring shareholders that Mylan would comply with NASDAQ’s listing requirements, but failing to disclose that – at the time it asked shareholders to approve the Tax Inversion – the Board had already agreed to incorporate a Dutch foundation and grant it a call option that would allow the foundation to acquire 50% of the voting interest of Mylan without a shareholder vote, in contravention of NASDAQ rules. 

As a consequence of this breach of duty, Mylan shareholders were deprived of their chance to cast a fully-informed vote on the Tax Inversion. Plaintiff seeks a declaration that the grant of the call option to the foundation was not authorized in conformity with applicable law, and therefore is invalid.  Alternatively, Plaintiff asks that the shareholder vote be rescinded or, if declaratory relief is unavailable, that shareholders of Mylan are awarded damages.

BLB&G continues to aggressively prosecute this Action.