By Miles Moore, Senior Washington Reporter
WILMINGTON, Del. (March 18, 2015) — Cooper Tire & Rubber Co. is seeking dismissal of a shareholder lawsuit filed in connection with its failed merger with India's Apollo Tyres Ltd., while the attorneys leading the lawsuit have asked the Wilmington federal district court for a trial date.
New York-based law firms Entwhistle & Cappucci L.L.P. and Bernstein Litowitz Berger & Grossmann L.L.P. filed the suit against Cooper in January 2014. The Delaware court heard oral arguments on the case March 11, 2015. (Transcripts were not immediately available on PACER, the official website for obtaining federal court documents.)
The shareholders' attorneys alleged in their complaint that Findlay, Ohio-based Cooper deliberately concealed the opposition of Chengshan Group — co-owner at that time with Cooper of Cooper Chengshan Tire Co. Ltd. (CCT) in China — to the merger with Apollo. Cooper also concealed that Chengshan Chairman Che Hongzhi sought to acquire Cooper for himself, they claim.
Cooper, however, argued that the plaintiffs' claims were without merit and based on severe misinterpretations of the facts.
“Plaintiffs' opposition illustrates why the complaint should be dismissed,” Cooper said in a Feb. 13 memorandum in support of its motion to dismiss.
“They take great liberties with the pleading record, asserting many things that are not alleged in their complaint or, even worse, that are contradicted by it,” Cooper said of the plaintiffs' Jan. 23 memorandum in opposition of the motion to dismiss.
The tire maker accused the plaintiffs of citing incorrect legal standards and attacking arguments Cooper did not even make. The plaintiffs, however, accused Cooper of twisting the evidentiary record itself.
In a March 4 letter to District Court Judge Richard G. Andrews, the plaintiffs accused Cooper of “ongoing misrepresentations and omissions” regarding their lack of control over its financial reporting, the CCT strike in protest of the Apollo merger and the labor grievance filed by the United Steelworkers union.
“As acknowledged in Apollo's answer to Cooper's complaint in the Delaware Chancery Court, Cooper privately told Apollo after the merger agreement was signed that Chengshan had denied Cooper access to the CCT facility ‘at least' once before the merger,” the plaintiffs wrote.
“By April 2013 at the latest, Cooper and Apollo expected, and planned for, the USW to file grievances against Cooper based on the company's purported violation of certain successorship provisions in their collective bargaining agreements,” they said.
To reach this reporter: [email protected]