WILMINGTON, Del. -

At least one OPENLANE shareholder isn’t happy the company is being sold to KAR Auction Services, according to his class action lawsuit filed in Delaware state court last Friday.

A member of Auto Remarketing’s group on LinkedIn pointed to a report on Law360.com that included many strong comments by plaintiff William Treadway.

Treadway contends KAR’s proposed $210 million acquisition of OPENLANE “stiffs shareholders and unduly rewards management,” according to the site’s report.

When contacted by Auto Remarketing, KAR said in an email message that company policy “is we do not comment on pending litigation.”

Auto Remarketing also reached out to OPENLANE, which responded with this statement: “We view this as a typical merger strike suit and firmly believe that it is without merit.”

Details of Class Action Suit

According to Law360.com, Treadway contends OPENLANE’s directors breached their fiduciary duty to shareholders by agreeing to the deal at a “paltry price.”

The report goes on to allege OPENLANE’s leadership took none of the usual steps to ensure value for investors, while securing continued employment for many executives and financial perks for the board.

“The proposed transaction is the product of a flawed process that resulted from the board’s failure to maximize shareholder value and deprived OPENLANE public shareholders of the ability to participate in the company’s long-term prospects,” Treadway alleged to the site..

Treadway’s complaint states the proxy statement in connection with the deal does not disclose any board deliberation on the company’s business prospects or projections and makes no mention of a fairness opinion provided by an investment bank, according to the report.

“The utterly opaque nature of the board’s actions, taken with the facts that OPENLANE was only shopped to three companies and the board agreed to foreclose consideration of any future bidders, indicates the high likelihood that the board not only undervalued OPENLANE’s value to merger partners, but did so knowingly,” Treadway contends.

Treadway’s claims go on to allege that while ignoring shareholders, OPENLANE’s board focused on its own interests. The plaintiff contends OPENLANE held back $26 million from the merger consideration in escrow with some available to help KAR defend potential lawsuits against the directors over the deal.

Law360.com’s report also noted the class action complaint contends OPENLANE’s deal accelerates the vesting of options for company management, paying out $3.8 million to the directors and $18.4 million to current and former executives.

Treadway’s legal team highlighted that current executives and directors collectively hold 69 percent of the OPENLANE outstanding shares.

Law360.com indicated the suit seeks an injunction against the deal, along with unspecified damages. In addition to the breach of fiduciary duty claims, the site’s account of the complaint also lobs aiding and abetting claims against KAR.

The original report by Law360.com can be found here.