In September 2017, NRC revealed the approval of a proposed stock reclassification by its board of directors whereby the Company will repurchase and retire all of the outstanding shares of Class B Stock, except for that held by NRC’s founder, CEO, and controlling shareholder Michael Hays (“Hays”), resulting in Hays becoming the sole holder of the remaining approximately 1.76 million shares of Class B Stock and more than 93% of the Company’s voting power. The transaction also includes expense reimbursement for Hays of more than $500,000. Further still, as acknowledged by the Company in public filings, the repurchase will cause the Company to have a “negative amount of shareholders’ equity.” Although the transaction is subject to a pending shareholder vote, the outcome of that vote is likely to be controlled by Hays and his family trust’s combined voting power. Thus, the transaction will provide Hays with supermajority control of NRC’s voting power and significant monetary gains at the expense of the Company itself and its minority shareholders.
KSF’s investigation is focusing on whether NRC’s officers and/or directors breached their fiduciary duties to NRC’s shareholders or otherwise violated state or federal laws.
If you have information that would assist KSF in its investigation, or have been a long-term holder of National Research Corporation shares and would like to discuss your legal rights, you may, without obligation or cost to you, call toll-free at 1-877-515-1850 or email KSF Managing Partner Lewis Kahn (firstname.lastname@example.org).
About Kahn Swick & Foti, LLC
KSF, whose partners include the Former Louisiana Attorney General Charles C. Foti, Jr., is a law firm focused on securities, antitrust and consumer class actions, along with merger & acquisition and breach of fiduciary litigation against publicly traded companies on behalf of shareholders. The firm has offices in New York, California and Louisiana.
To learn more about KSF, you may visit www.ksfcounsel.com.
Kahn Swick & Foti, LLC
Lewis Kahn, Managing Partner
206 Covington St.
Madisonville, LA 70447
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SOURCE Kahn Swick & Foti, LLC
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