By Jessica DiNapoli
(Reuters) – An Oklahoma pension fund has sued Cannae Holdings Inc, including its chairman, Bill Foley, accusing it of self-dealing in an arrangement that outsourced management of Cannae to a company also owned by Foley, according to a legal complaint filed this week.
The decision by Cannae’s managers and board members to hire Trasimene Capital Management LLC to manage the Las Vegas-based investment firm was designed to “generate windfalls” for him and his management team, the Oklahoma Firefighters Pension & Retirement System said in a complaint filed in Delaware Chancery Court on Wednesday.
The move was done through an unfair process, without setting up a special committee of the board, according to the complaint.
“The board of directors of Cannae determined that the external management agreement was in the best interests of Cannae and all of its shareholders, which has proven to be the case. Cannae will vigorously defend this suit,” a Cannae spokeswoman said.
She noted that the company’s shares have outperformed the S&P 500 Index by more than 220% since the management agreement with Trasimene was reached in August 2019.
The Oklahoma pension fund, which represents firefighters and is an owner of Cannae shares, said the management contract imposed significantly increased costs on Cannae, and that it was seeking damages.
Cannae’s main holdings include data and analytics provider Dun & Bradstreet Holdings Inc and human capital management company Ceridian HCM Holding Inc.
Cannae also holds shares in property information provider CoreLogic Inc. CoreLogic this month rejected a sweetened $7.1 billion takeover bid from Cannae and hedge fund Senator Investment Group LP, saying it significantly undervalued the company.
Cannae and Senator on Friday sent a letter to CoreLogic’s shareholders making their case as to why investors should elect nine new independent directors to the board to ensure that the company runs a sales process.
(Reporting by Jessica DiNapoli in New York; Editing by Dan Grebler)
