Reynolds American defends against shareholder lawsuit in North Carolina state court

Client(s) Reynolds American Inc.

Jones Day is representing Reynolds American Inc. ("RAI") and its board of directors in a shareholder lawsuit in North Carolina state court arising out of RAI's acquisition of Lorillard. Plaintiff claims that in connection with the transaction, RAI's board of directors breached their fiduciary duties to RAI shareholders by (i) agreeing to allow British American Tobacco ("BAT"), RAI's largest shareholder, to maintain its 42% beneficial ownership in RAI through a purchase of additional shares of RAI common stock for approximately $4.7 billion and (ii) agreeing to share certain technology with BAT for an allegedly inadequate price. Plaintiff also alleges that BAT, as controlling shareholder of RAI, breached its fiduciary duties by agreeing to the share purchase and technology sharing arrangements and that RAI aided and abetted its directors' breaches of their fiduciary duties. Plaintiff seeks to enjoin the merger.

Corwin v. British American Tobacco PLC, et al., Case No. 14 CVS 8130 (N.C. Sup. Ct.)