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Alleghany shareholder sues to block $11.6 billion Berkshire buyout over lack of disclosures -Breaking

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© Reuters. FILEPHOTO: Berkshire Hathaway shareholders pass a camera screen at their annual meeting, held in Omaha May 4, 2013. REUTERS/Rick Wilking/File Photo

Jonathan Stempel

NEW YORK (Reuters) – Alleghany (NYSE) Corp was acquired last month by Warren Buffett’s Berkshire Hathaway. (NYSE) Inc sued the shareholder on Wednesday. He claimed that the insurance company made misleading and inadequate disclosures regarding the $11.6 billion acquisition.

Shiva Stein, the plaintiff in the case filed in Manhattan Federal Court alleges that Alleghany did not adequately describe the financial basis of the fairness opinion issued by Goldman Sachs’ bankers (NYSE:), which evaluated whether or not the deal was fair for shareholders in a proxy.

The complaint stated that without additional disclosures, the “plaintiff” would be unable make an informed decision about whether she will vote for the transaction and was therefore threatened with irreparable injury.

Stein seeks to stop Berkshire buying New York’s Alleghany without further disclosures and unspecified damages. New Jersey resident Stein hasn’t argued that the takeover cost is too low.

Alleghany failed to respond immediately to requests for comments. An identical request was not answered by a lawyer representing the plaintiff. Berkshire isn’t a defendant.

Stein and other shareholders often file lawsuits against corporations to prevent mergers.

Stein sued Mandiant Inc in April to prevent Alphabet from taking over the cybersecurity firm (NASDAQ:) Inc. Also, Stein cited an alleged failure to provide disclosures that would support a Goldman fairness decision.

Berkshire, at a premium of 25%, agreed to $848.02 per share on March 21 for Alleghany.

Alleghany shareholders were called “fair” by Goldman in his fairness opinion.

Berkshire will acquire General Re and Geico to expand its large insurance portfolio. This would bring Buffett back together with Alleghany chief executive Joseph Brandon. Brandon was General Re’s leader from 2001 to 2008.

Stein v. Alleghany Corp U.S. District Court Southern District of New York No. 22-03057.

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