Ruby Tuesday and Executives Facing Securities Lawsuit Over Proposed Merger

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Ruby Tuesday, Inc. and its board of directors are facing claims that they issued a misleading proxy statement in connection with a potential merger between Ruby Tuesday and NRD Capital Management LLC. In a proposed class action, a Ruby Tuesday stockholder claims the statement is missing information concerning the valuation analyses performed by the company’s financial advisor and fails to mention whether Ruby Tuesday executives will be offered employment with the new company. Furthermore, the suit notes that although the proxy claimed Ruby Tuesday’s financial advisor had not been compensated for any services performed for NRD during the past two years, it allegedly neglected to mention any uncompensated services the advisor may have performed. This information, the complaint claims, would illuminate any possible conflicts of interest of which stockholders should be aware when deciding whether to vote in favor of the merger.