To All Owners of Sears Holdings Corporation Common Stock

News provided by

Jun 04, 2010, 09:00 ET

CHICAGO, June 4 /PRNewswire/ -- The following statement is being issued by Vianale & Vianale LLP regarding the Sears Holding Corporation (Nasdaq: SHLD) Litigation.

IN THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION
ROBERT F. BOOTH TRUST and RONALD	)
GROSS, derivatively on behalf of nominal	)
defendant SEARS HOLDINGS	)
CORPORATION,	)	No. 1:09-cv-05314
	)
Plaintiff,	)	Hon. Ronald A. Guzman
	)
v.	)
	)
WILLIAM C. CROWLEY, EDWARD S.	)
LAMPERT, STEVEN T. MNUCHIN,	)
RICHARD C. PERRY, ANN N. REESE,	)
KEVIN B. ROLLINS, EMILY SCOTT and	)
THOMAS J. TISCH,	)
	)
Defendants,	)
	)
and	)
	)
SEARS HOLDINGS CORPORATION,	)
	)
Nominal Defendant.	)
	)


SUMMARY NOTICE OF PENDENCY OF SHAREHOLDER
DERIVATIVE ACTION, PROPOSED SETTLEMENT AND SETTLEMENT HEARING

TO: ALL OWNERS OF SEARS HOLDINGS CORPORATION COMMON STOCK

YOU ARE HEREBY NOTIFIED that the parties to the above-captioned derivative action brought against certain current and former directors of Sears Holdings Corporation ("Sears") have reached a proposed settlement of the claims. A settlement hearing will be held before the Honorable Ronald A. Guzman in the United States District Court for the Northern District of Illinois, Everett McKinley Dirksen United States Courthouse, 219 South Dearborn Street, Chicago, Illinois 60604, at 10:00 a.m. on July 9, 2010 to determine whether the proposed settlement should be approved by the Court as fair, reasonable, and adequate, and to consider the application of plaintiffs' counsel for attorneys' fees and reimbursement of expenses.

Plaintiffs, shareholders of Sears, brought claims under Section 8 of the Clayton Act, which prohibits directors from sitting on the boards of competing companies. Plaintiffs claimed that Mr. Crowley and Ms. Reese, directors of Sears, were interlocking directors in violation of the statute. Defendants denied all of plaintiffs' claims, including that there was any violation under Section 8 of the Clayton Act. Plaintiffs did not seek damages but rather injunctive relief directing the Board to eliminate the purported interlocks. Under the settlement, Mr. Crowley agreed not to stand for reelection as a director at the Annual Meeting on May 4, 2010, and will resign as an executive officer. In addition, Sears has agreed to enhance and maintain procedures that will prevent Ms. Reese from participating in any Board discussions regarding the operation of Sears women's apparel or footwear business except to the extent necessary to carry out her fiduciary duties as a board member, and other corporate governance relief.

If you are a holder of Sears common stock, and you approve of the proposed settlement, you do not need to do anything. If you object to the proposed Settlement, you are entitled to share those objections with the Court. The method for objecting and the deadline to do so are explained in the "Notice of Proposed Settlement of Shareholder Derivative Lawsuit Brought on Behalf of Sears Holdings Corporation" ("Notice"). If you have not received a copy of the Notice in the mail you may view, download and print a copy by going to this link: http://www.searsholdingsderivative.com/guidelines.php, or by visiting the following website: www.SearsHoldingsDerivative.com. If you are unable to view, download or print the Notice on the internet, you may obtain a copy by mail by contacting the Notice Administrator at 1-888-404-8013.

If you are a holder of Sears common stock and do not take steps to appear in this action or to object to the proposed settlement, you will be bound by the Order and Final Judgment of the Court, you will forever be barred from raising an objection to such settlement in this or any other action or proceeding, and certain claims that you might have may be released.

You may obtain further information by contacting plaintiffs' counsel at the telephone number and address listed in the Notice.