Hello from bizjournals.com! David Mueller (kawika42@mac.com) thought you might like the following article from Pacific Business News: Class-action lawsuit filed against merger Stan Fichtman ------------------------------------------------------------ A class-action lawsuit was filed Friday in Circuit Court to enjoin the merger of Aloha and Hawaiian airlines. Crandon Capital Partners LP, a Florida-based limited partnership, sued Hawaiian Airlines, its executives and major stockholder Airline Investment Partnership. The lawsuit alleges the merger is structured to benefit major shareholders of Hawaiian. "These actions are and were in violation of the fiduciary duties owed to Hawaiian's public shareholders by Hawaiian's directors," the plaintiffs allege. The case was filed on behalf of Crandon by the local law firm Davis Levin Livingston Grande. Crandon also is represented by The Brualdi Law Firm in New York. The lawsuit states Hawaiian had a successful business model before the proposed merger was announced Dec. 19. The lawsuit says one of the defendants, John W. Adams, both individually and through companies that he controls, stands to receive about $15 million in cash, 1 million shares in the new airline and $2 million in notes through the merger deal, "...all in excess of the amount distributed to each shareholder, of which [Adams] also benefits," the plaintiffs allege. The airline didn't comment. "We have not had a chance to review the lawsuit and cannot comment on the suit at this time," Hawaiian spokesman Keoni Wagner said. A TurnWorks spokeswoman said the company has not seen the lawsuit and wouldn't comment at this time. TurnWorks is the company working to merge Aloha and Hawaiian. Lawsuits in which shareholders raise such complaints against a company and its senior officer or board of directors are common, accounting for about one-fifth of lawsuits filed against officers and directors, according to a recent liability survey conducted by Tillinghast-Towers Perrin, an international management consulting firm. "The merger is structured so certain investors will benefit much more than public shareholders," Richard Brualdi told PBN late Friday. "Our suit seeks to ensure that the board treats all shareholders equitably." Since the mid-1990s, Crandon has filed several lawsuits seeking to maximize shareholder value in transactions or to protect shareholder rights. The group has filed lawsuits against OfficeMax, Allied Digital Corp., Mirage Resorts, Chiquita Brands International Inc., Perkins Family Restaurants and Maybelline, among others. Copyright(c) American City Business Journals Inc. All rights reserved. You can view this article on the web at: http://pacific.bcentral.com/pacific/stories/2002/01/07/daily79.html