Rockwell Collins, Others Hit with Securities Lawsuit Over Proposed Merger

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Rockwell Collins, Inc., its board of directors, United Technologies Corporation, and Riveter Merger Sub Corp. are the defendants in a proposed class action lawsuit alleging the parties filed a misleading registration statement in connection with a potential merger between Rockwell and United Technologies. According to the complaint, the statement omitted material information concerning Rockwell’s financial projections and details of the valuation analyses performed by its two financial advisors.

The registration statement allegedly noted that Rockwell employees, including executives, may receive equity awards in the transaction, but failed to specify the timing and nature of communications regarding the proposed grants. The complaint argues the following:

“The full disclosure of information relating to potential conflicts of interest faced by directors and officers in connection with a merger is necessary to provide shareholders with clarity concerning motivations that would prevent fiduciaries from acting solely in the best interests of the Company's stockholders.”