RADNOR, Pa., May 27, 2016 /PRNewswire/ -- The law firm of Kessler Topaz Meltzer & Check, LLP announces that it has filed a shareholder action regarding American Realty Capital – Retail Centers of America, Inc. ("ARC-RCA" or the "Company") against the Company's Board of Directors in the United States District Court for the Southern District of New York.
ARC-RCA shareholders who wish to discuss this action and their legal options are encouraged to contact Kessler Topaz Meltzer & Check, LLP (D. Seamus Kaskela, Esq. or Adrienne O. Bell, Esq.) at (888) 299 – 7706 or at firstname.lastname@example.org. To view a copy of the complaint, or for additional information about the shareholder action, please visit https://www.ktmc.com/new-cases/american-realty-capital#join.
ARC-RCA is a non-traded real estate investment trust ("REIT"). According to public filings, the Company acquires and owns "anchored, stabilized core retail properties for investment purposes, including power centers and lifestyle centers." ARC-RCA is controlled by AR Global Investments, LLC ("AR Global"), a related entity currently taking steps to "roll up" many of its non-traded REITs, including the following:
- American Realty Capital – Retail Centers of America, Inc.;
- American Realty Capital Healthcare Trust III, Inc.;
- American Realty Capital Global Trust II, Inc.; and
- Realty Finance Trust, Inc.
On April 29, 2016, ARC-RCA filed a Proxy Statement with the SEC setting the Company's Annual Meeting for June 29, 2016. Therein, the defendants recommended that ARC-RCA's shareholders vote at the Annual Meeting to approve numerous amendments to the Company's Articles of Amendment and Restatement (the "Charter"). As more fully detailed in the complaint, approval of the proposed amendments to the Charter will eliminate valuable shareholder protections and rights currently enjoyed by ARC-RCA's shareholders under the Charter, including the right to an independent appraisal of the Company's value in connection with a roll up transaction and the ability to receive a pro rata share of the Company's appraised value in cash, as well as protections concerning the Company's ability to engage in "conflicted transactions" with related parties.
As further detailed in the complaint, although the defendants seek to eliminate valuable protections currently enjoyed by ARC-RCA shareholders under the Company's Charter, the Proxy Statement's explanation for why shareholder approval is sought for amendments to the Charter is materially misleading and incomplete. For example, the Proxy Statement fails to disclose that AR Global has already taken steps to roll up ARC-RCA and other non-traded REITs controlled by AR Global into American Finance Trust, Inc. – another non-traded REIT controlled by AR Global. The Proxy Statement is also materially misleading and incomplete with respect to disclosures concerning proposed amendments to the Charter that would eliminate conflicts of interest protections and restrictions on the Company's advisor, American Realty Capital Retail Advisor, LLC, which manages the day-to-day affairs of the Company and is also controlled by AR Global. Finally, the Proxy Statement improperly bundles multiple unrelated Charter amendments in single voting proposals, illegally requiring ARC-RCA shareholders to vote up or down a number of proposals collectively rather than being able to vote separately on the distinct Charter amendments.
Shareholders who wish to discuss this action and their legal options are encouraged to contact Kessler Topaz Meltzer & Check, LLP (D. Seamus Kaskela, Esq. or Adrienne O. Bell, Esq.) at (888) 299 – 7706 or at email@example.com. To view a copy of the complaint, or for additional information about the shareholder lawsuit, please visit https://www.ktmc.com/new-cases/american-realty-capital#join.
Plaintiff is represented by Kessler Topaz Meltzer & Check, which prosecutes class actions in state and federal courts throughout the country. Kessler Topaz Meltzer & Check is a driving force behind corporate governance reform, and has recovered billions of dollars on behalf of institutional and individual investors from the United States and around the world. The firm represents investors, consumers and whistleblowers (private citizens who report fraudulent practices against the government and share in the recovery of government dollars). For more information about Kessler Topaz Meltzer & Check, or for additional information about participating in this action, please visit www.ktmc.com. Attorney Advertising. Prior results do not guarantee a similar outcome.
Kessler Topaz Meltzer & Check, LLP
D. Seamus Kaskela, Esq.
Adrienne O. Bell, Esq.
280 King of Prussia Road
Radnor, PA 19087
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SOURCE Kessler Topaz Meltzer & Check, LLP