Bucyrus International Inc. designs, manufactures, and markets draglines, electric mining shovels, and rotary blast-hole drills employed in surface mining, as well as providing aftermarket replacement parts and services for its machines. The company’s equipment is used for mining copper, thermal coal, metallurgical coal, oil sands, iron ore, molybdenum, phosphate, bauxite, gold, diamonds, and uranium. It also offers engineered replacement parts, maintenance and repair labor, technical advice, refurbishment and relocation of machines, structural and mechanical engineering, nondestructive testing, and repairs and rebuilds of machine components, among other things. The company, based in South Mi...
1100 Milwaukee Avenue
South Milwaukee, WI 53172
Founded in 1880
Investors in Bucyrus International Inc. Sues Bucyrus, Caterpillar Inc
May 15 14
Investors in Bucyrus International Inc. sued Bucyrus, Caterpillar Inc. and certain officers and directors of both companies, alleging breach of fiduciary duty and violation of the Securities and Exchange Act of 1934. The complaint alleged the defendants made misrepresentations concerning a merger between Bucyrus and a wholly-owned subsidiary of Caterpillar. The defendants moved to dismiss the complaint. The court held the plaintiffs breach of fiduciary duty claim was inadequately supported. To the extent the complaint asserted a violation of the directors duty of disclosure that was made in good faith, those claims were subject to dismissal under the exculpatory provision in the certificate of incorporation. As to the individual defendants, the court found the complaint failed to adequately allege self-interest or control by others, as required to support a breach of the duty of loyalty and good faith claim under applicable Delaware law. The allegations that the merger allowed senior management and the board to secure 'material insider benefits', such as 'golden parachutes', were not accompanied by specifics as to who on the board or in management received such benefits or even what such benefits were. Moreover, the complaint did not even hint that any director had a tie or was influenced by Caterpillar.