“The deal was supposed to give holders of Remine common stock 3 cents per share in cash and 61 cents of equity in the new company, according to the complaint. But shareholders were not paid directly; instead, their portion of the merger consideration was contributed to an operating fund of a company called RM Rollover Holdings LLC.Law360
Spinetto, Remine’s chief operating officer, secretary and director, was given control of the operating fund after the merger, the complaint says.
Spinetto was given a new job post-closing and got a management bonus. The information statement said nothing about how many shares of common stock he owned, how much of his equity was rolled into the new company, his salary post-closing or the amount of his bonus, the complaint says.
Schacknies — who served as Remine’s president, CEO, chief financial officer and a director at the time of the sale — resigned from his role as CEO when the acquisition took place and got a severance package at closing, the complaint says.”