The firm is investigating a derivative case against Corporate Resource Services, Inc. (“CRS”), a Delaware corporation headquartered in New York, NY, provides diversified staffing, recruiting, and consulting services in the United States.
On May 7, 2013, CRS and Tri-Tel Communications, Inc. (“Tri-Tel”) entered into an Asset Purchase Agreement (“APA”) pursuant to which CRS acquired selected assets and assumed liabilities of Summit Software, a division of Tri-Tel, in exchange for 21 million shares of CRS common stock, valued at $0.6469 per share (the “Acquisition”). The then current trading price of CRS common stock was $1.75 per share.
On April 30, 2013, immediately prior to the APA, CRS’s Board of Directors authorized an increase in the Company’s authorized share capital from 145,000,000 shares to 185,000,000 shares by amendment to CRS’s Certificate of Incorporation. Approximately 12 million of the 21 million shares issued to Tri-Tel under the APA were issued from those newly authorized shares.
CRS’s majority stockholder, Robert Cassera, is also Tri-Tel’s sole stockholder. As a result of the Acquisition, Cassera increased his ownership stake in CRS by approximately 1.5% to 90.52% of CRS’s issued and outstanding common stock. The Acquisition caused economic and voting dilution to minority stockholders while conferring improper benefits and profits upon Cassera.
If you are a current shareholder since early 2012 and would like to discuss your options of exercising your rights as a shareholder, which include ensuring that the company is getting the highest possible price for the company, and that the board of directors will act in the best interest of the shareholders, please contact us.
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