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Legal Proceedings
9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Legal Proceedings Legal ProceedingsFollowing the announcement of the Merger, five complaints (the “Complaints”) were filed by purported stockholders of the Company, captioned O’Neill v. Greenhill & Co, Inc. et al., No. 1:23-cv-00807 (D. Del.); Levy v. Bok et al., No. 611692/2023 (N.Y. Sup. Ct. Nassau Cnty.); Lambert v. Bok et al., No. 653497/2023 (N.Y. Sup. Ct. New York Cnty.); Finger v. Greenhill & Co, Inc., et al., No. 653570/2023 (N.Y. Sup. Ct. New York Cnty.); and O’Dell v. Greenhill & Co., Inc., et al., No. 1:23-cv-06020 (S.D.N.Y.). In addition, the Company received demand letters from counsel representing purported individual stockholders of the Company (the “Demand Letters” and, together with the “Complaints,” the “Matters”). The Matters allege, among other things, that the defendants caused a materially incomplete and misleading proxy statement relating to the Merger to be filed with the SEC in violation of Sections 14(a) and 20(a) of the Exchange Act and/or in breach of their obligations under state law. The Matters sought, among other remedies, an injunction barring the Merger, rescissory damages in the event the Merger had been consummated, and payment of plaintiff’s costs and disbursements, including attorneys’ fees and expenses. In addition, a purported stockholder of the Company has made a demand pursuant to Section 220 of the Delaware General Corporation Law to inspect certain books and records of the Company relating to the proposed Merger and brought suit to compel inspection (DiMauro v. Greenhill & Co., Inc., C.A. No. 2023-0832 (Del. Ch. Aug. 15, 2023)). The Company believes the claims asserted in the Matters are without merit and supplemental disclosures are not required or necessary under applicable laws. However, in order to avoid the risk that the Matters delay or otherwise adversely affect the Merger, and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, on August 7, 2023, the Company voluntarily made supplemental disclosures as described on Form 8-K to the definitive proxy statement filed by the Company on July 13, 2023. Since such disclosure three complaints were dismissed by plaintiffs (O’Dell v. Greenhill & Co., Inc., et al., No. 1:23-cv-06020 (S.D.N.Y.); O’Neill v. Greenhill & Co, Inc. et al., No. 1:23-cv-00807 (D. Del.) and; Levy v. Bok et al., No. 611692/2023 (N.Y. Sup. Ct. Nassau Cnty.)); and the plaintiff seeking an injunction barring the Merger voluntarily withdrew her application to the Court (Finger v. Greenhill & Co, Inc., et al., No. 653570/2023 (N.Y. Sup. Ct. New York Cnty.)). The Company is unable to predict the outcome of the ultimate resolution of the Matters, or the potential loss, if any, that may result, and additional lawsuits arising out of the Merger may also be filed in the future.In addition, the Company is from time to time involved in legal proceedings incidental to the ordinary course of its business. The Company does not believe any such proceedings will have a material adverse effect on its results of operations