Epstein

TABLE OF CONTENTS

I. Private Right of Action under Section 14(d)(7) OI ÍD

II. The Wasserman Transaction Oí to

III. The Sheinberg Payment Cí

IV. The Preclusive Effect of the Settlement of the Delaware Class Action Cí ÍO

A. The Delaware Settlement (Oí «O

B. The Full Faith and Credit Question Cí K

1. The Jurisdiction of State Courts to Release Exclusively Federal Claims in a Class Settlement Oí oí Hi

2. The Disparity Between the State and Federal Claims O) oí ÜI

C. The Contract Bar Argument O) oí Oí

D. Conclusion Oí oí OO

V. Class Certification Oí oí OO

VI. The Motion to Amend the Complaint Oí oí ífi

VII. Conclusion CT) oí ÍD

In 1990, Matsushita Electrical Co. Ltd. (“Matsushita”) acquired MCA, Inc. (“MCA”) for $6.1 billion. The acquisition was accomplished through a tender offer of $71 per share of MCA common stock.

Lew Wasserman, MCA’s chairman and chief executive officer at the time, owned 4,953,927 shares of MCA common stock worth $351,728,817 at the tender price of $71 per share. His cost basis was 3® per share. Rather than tender his shares at the tender offer price, Wasserman entered into a separate agreement with Matsushita, known as the “Capital Contribution…