August 16, 2018
On August 14, 2018, Weil won the dismissal of all claims in a putative shareholder class action in Florida state court arising from Revlon, Inc.’s acquisition of Elizabeth Arden, Inc., a Florida corporation. Weil represented the former directors of Elizabeth Arden and filed the lead motion to dismiss brief on behalf of all defendants.
This is the second consecutive victory Weil has achieved in the case, having obtained the dismissal of the plaintiffs’ predecessor complaint in November 2017, based on plaintiffs’ failure to plead a direct, as opposed to a derivative, cause of action under Florida law. At that time, the court granted plaintiffs leave to amend to cure the pleading deficiency, which plaintiffs attempted to do in a further amended complaint filed in December 2017. After defendants renewed their motions to dismiss, the court, in its August 14 opinion, once again found that plaintiffs failed to plead a direct claim, including because the alleged harm, principally relating to the supposed inadequacy of the merger consideration, was one suffered “by all shareholders,” and not the “individualized harm” necessary to plead a direct claim under Florida law. The court also held that plaintiffs did not have standing to pursue their clams derivatively on behalf of Elizabeth Arden because they “are no longer shareholders of the Company as a result of the merger,” and once again dismissed the case, this time with prejudice.