Guess?, Inc.

KTMC brought claims on behalf of the minority stockholders of Guess?, Inc. (“Guess”) to challenge the take-private of Guess by Authentic Brands Group LLC Guess’ controlling stockholders (the “Merger”), who “rolled over” all of their Guess stock into the post-close, private company.  The Merger was instigated by Paul Marciano, Guess’s co-founder and controlling stockholder, to escape accountability for his decades-long history of credibly alleged sexual misconduct and to avoid stockholder-imposed governance reforms established to ensure oversight of Marciano’s behavior and prevent recurrence of his misconduct.  Plaintiffs allege that the process leading to the Merger and the Merger consideration of $16.75 per share were unfair to minority stockholders.  Guess’ board of directors delegated authority to a special committee comprised of two directors, Defendants Chidoni and Yemenidjian, with a history of capitulating to Paul Marciano.  Plaintiffs allege that the special committee took actions that favored Authentic and chilled any competitive bidding and allowed Guess’ controlling stockholders to influence the committee to accept an unfair price.  Plaintiffs brought claims for breaches of fiduciary duty and for breach of contract against the Defendants.  Plaintiffs are awaiting Defendants’ response to the complaint.