J. Alexander’s Successfully Defends Activist Campaign by Privet Fund LP

We counseled J. Alexander’s Corporation in response to the significant stock accumulation and activist campaign led by Privet Fund LP and its associates during 2012. We advised J. Alexander’s board of directors with respect to fiduciary duties applicable to the directors and available defensive strategies, including the adoption of a revised shareholder rights plan, in response to Privet’s public attempt to take control of the J. Alexander’s board of directors. Adding complexity to our engagement, Privet’s initial advances occurred during a time in which the J. Alexander’s board of directors had begun to consider, on a confidential basis, potential strategic transactions involving the company. After J. Alexander’s announced the execution of a definitive agreement with a strategic acquirer, Privet filed a lawsuit seeking to enjoin or delay the acquisition and to force the company to hold an election of directors before the transaction could be completed. During an evidentiary hearing on permanent injunction, the Court dismissed the action and found that Privet had submitted no evidence showing irreparable harm. The successful defense of J. Alexander’s and its board of directors against Privet’s claims permitted the completion of a transaction determined by the J. Alexander’s board of directors to be in the best interest of all shareholders.

J. Alexander’s Corporation (formerly NASDAQ: JAX), operates upscale, contemporary restaurants throughout the U.S.

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