Shareholders Say 'No-Way' to Kanbay Merger

Today, Kanbay International, Inc. (NASDAQ: KBAY) announced that a class action complaint was filed in the Circuit Court of Cook County, Illinois alleging that Kanbay and its directors breached their fiduciary duties to the stockholders of Kanbay in the negotiation of the proposed merger with Cap Gemini SA (EPA: CAP) and Capgemini Financial Services, Inc. that was announced on October 26, 2006.

According to the release, the complaint:

alleges that the price negotiated is inadequate, that the directors obtained benefits that are not available to the public stockholders and that certain material disclosures are omitted from the preliminary proxy statement Kanbay filed on November 13, 2006 with the Securities and Exchange Commission.

The complaint further alleges that:

Cap Gemini aided and abetted the alleged breaches of fiduciary duty.

A copy of the complaint is available here.

Counsel for the plaintiff, Capital Trading Co., are The Brualdi Law Firm and Leland E. Shalgos.

Crain's Chicago Business has a story on the lawsuit, here, and Reuters has a story, here. The Reuters story has an obligatory "vigorous defense" quote from Cap Gemini.

Daily Trivia: One of Kanbay's board members, Cyprian D'Souza, is also the company's "Chief Culture Officer." According to a Forbes profile of D'Souza, he also held the position of "Chief People Officer from 1995 to November 2005." It's not quite a "minister of fun" or some of the other wacky job titles that internet companies handed out like candy during the dot.com boom, but it was odd enough to give me pause.