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TEGNA Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of TEGNA Inc. (“TEGNA” or the “Company”) (NYSE:TGNA), in connection with the proposed acquisition of the Company by an affiliate of Standard General L.P. (“Standard General”).  Under the terms of the merger agreement, the Company’s shareholders will receive $24.00 in cash for each share of TEGNA common stock that they hold.  Additionally, TEGNA shareholders will receive additional cash consideration in the form of a “ticking fee,” the amount varying depending on the date of the closing of the transaction.  If the transaction closes between the 9- and 12-month anniversary of signing, the amount will be $0.00167 per share per day (or $0.05 per month). The amount will increase to $0.0025 per share per day (or $0.075 per month) if the closing occurs between the 12- and 13-month anniversary of signing, $0.00333 per share per day (or $0.10 per month) if the closing occurs between the 13- and 14-month anniversary of signing, and $0.00417 per share per day (or $0.125 per month) if the closing occurs between the 14- and 15-month anniversary of signing.  The transaction is valued at approximately $8.6 billion.

WeissLaw LLP is investigating whether (i) TEGNA’s board of directors acted in the best interests of Company shareholders in agreeing to the proposed transaction, (ii) the $24.00 per-share merger consideration adequately compensates TEGNA’s shareholders, and (iii) all information regarding the sales process and valuation of the transaction will be fully and fairly disclosed.

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March 2, 2021

Communications Systems, Inc. Investigation

We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Communications Systems, Inc. (“CSI” or the “Company”) (NASDAQ: JCS) in connection with the Company’s proposed merger with Pineapple Energy, LLC (“Pineapple”), a privately-held U.S. operator and consolidator of residential solar, battery storage, and grid services solutions. Under the terms of the merger agreement, CSI and Pineapple will combine through a reverse merger that will result in the combined company continuing to trade on the Nasdaq Capital Market under the new ticker symbol “PEGY.” In conjunction with the merger, CSI intends to divest substantially all its current operating and non-operating assets. CSI expects the sale proceeds from any pre-merger divestitures to be distributed in the form of a cash dividend to existing CSI shareholders prior to the effective date of the merger. In addition, CSI expects to distribute to the pre-merger shareholders a cash dividend of at least $1.00 per share prior to the closing of the merger. Moreover, under the terms of the merger agreement, (i) each CSI shareholder as of the merger record date, will receive Contingent Value Rights (“CVRs”) that reflect the right to receive that shareholder’s percentage of the net proceeds from the sale of legacy CSI businesses and assets, after the closing; and (ii) current CSI shareholders will retain shares in the combined company, initially holding approximately 37% of total shares outstanding.

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