Step 1
Unite with Fellow Investors
Step 2
Choose the Best Attorney
Step 3
Provide Documents
Step 4
Follow Case Progress
Step 5
Get Payout
JWN.US
id: 1550
Nordstrom ($JWN) Unfair Insider-Led Buyout Case
A formal lawsuit has been filed in court initiating the class action.
W.D. Washington
Court2:25-cv-00568
Case number12/23/2024
Class period Start03/31/2025
Class period End- $JWN investors filed a claim against Nordstrom for approving an unfair insider-led buyout that violated shareholder protections.
- After announcing the $24.25 per share deal, $JWN traded below the offer price, reflecting skepticism about the merger’s fairness.
Case Details:
On March 12, 2025, Nordstrom announced it would go private in a $24.25 per share deal backed by El Puerto de Liverpool and members of the Nordstrom family, who already controlled over 43% of the company. The buyer group used its influence to structure the deal in a way that gave them control without offering a fair premium to public shareholders.
The buyout was approved without triggering protections under Washington’s Anti-Takeover Statute, which requires supermajority approval from disinterested shareholders when insiders act jointly. Despite their existing ownership stake and role in arranging the transaction, the buyer group moved forward without that approval.
The deal offered a lower price than the stock’s recent high of $24.90 and fell well below analyst targets, which ranged from $26 to $38.50. While public shareholders were offered cash, the Nordstrom family and Liverpool opted to roll over their shares—signaling their belief the company was worth more than what the deal offered.
Despite Nordstrom’s recent solid performance and strong brand recognition, the board did not seek higher bids or conduct a competitive sale process; instead, it allowed insiders to take over at a discount.
Based on these events, $JWN investors filed a claim against Nordstrom and its insiders, accusing the company of the following:
- It structured an insider-led buyout that undervalued the stock and excluded key shareholder protections.
- It failed to secure a fair price or run a competitive process, while insiders kept their equity stake.
Considering all the representations, investors believe Nordstrom allowed insiders to take control at the expense of public shareholders.
Case Status
Initial Complaint
Alleged Offence
Price manipulation,
Breach of Fiduciary duty
Suspected Party
Directors,
Management
Security Type
Stocks
Trade Direction
Long
Shock Event Date
12/23/2024
Filing date
03/31/2025