Emmis Wins Court Battle Seeking to Block Merger

RADIO ONLINE | Tuesday, July 27, 2010

A judge ruled against the class-action law firms on Tuesday that sought a temporary restraining order to block the buyout of Emmis Communications by JS Acquisition LLC, owned by company President/CEO Jeff Smulyan. Indiana's Marion County Superior Court Judge Robyn Moberly denied the preliminary injunction, allowing the transaction to move forward.

Judge Moberly found that the plaintiffs "failed to show a likelihood of success on the merits of any of the claims." He said that in order to succeed on a motion for Preliminary Injunction, the plaintiff(s) must show a reasonable likelihood of success on the merits. They didn't.

He also ruled that the plaintiffs' alleged disclosure deficiencies (that information that shareholders would need to evaluate the transaction) "are, based upon the evidence before the court for the preliminary injunction hearing, either not accurate, were disclosed, or is not information that a reasonable investor would consider in deciding how to vote."

Additionally, the judge said that there is no probative evidence that insolvency or bankruptcy was likely unless the proposed transaction is consummated, or otherwise. Plus, he ruled, there was no evidence that Emmis faces an imminent threat of bankruptcy whether or not the proposed transaction is completed.