Rigrodsky & Long, P.A. Appointed as Member of Plaintiffs’ Executive Committee in Class Action on Behalf of Clinical Data, Inc. Shareholders

Rigrodsky & Long, P.A. Appointed as Member of Plaintiffs’ Executive Committee in Class Action on Behalf of Clinical Data, Inc. Shareholders

On March 11, 2011, the Honorable Vice Chancellor Donald F. Parsons of the Delaware Court of Chancery issued an Order appointing Rigrodsky & Long, P.A. as a member of Plaintiffs’ Executive Committee in In re Clinical Data, Inc. Shareholders Litigation, Consol. C.A. No. 6233-VCP.

The class action was commenced on behalf of the public shareholders of Clinical Data, Inc. (“Clinical Data” or the “Company”) against Clinical Data and its Board of Directors (the “Board” or “Individual Defendants”) to enjoin the transaction announced on February 22, 2011 (the “Transaction”), pursuant to which Clinical Data was acquired by Forest Laboratories, Inc. (“Forest Labs”), by means of a cash tender offer, in a transaction valued at approximately $1.2 billion on a fully diluted basis, net of cash acquired (the “Tender Offer”).

The class action alleges that the Transaction was the product of a flawed process that resulted from the Board’s failure to maximize shareholder value and deprived Clinical Data’s public shareholders of the ability to participate in the Company’s long-term prospects.  Moreover, as alleged in the class action, Forest Labs knowingly aided and abetted the Individual Defendants’ breaches of fiduciary duty.  Plaintiffs’ sought to enjoin the Transaction or, alternatively, rescind the Transaction in the event the defendants were able to consummate it.

As a result of the class action, on March 28, 2011, Clinical Data filed an amendment to its Schedule 14D-9 Solicitation/Recommendation Statement with SEC (the “Amended 14D-9”).  Rigrodsky & Long, P.A. was instrumental in obtaining the additional disclosures contained in the Amended 14D-9 that served to better inform the Company’s shareholders about the background to the Transaction.  The Amended 14D-9 also contained additional information concerning the financial projections used by Clinical Data’s financial advisor, J.P. Morgan Securities LLC (“J.P. Morgan”), for its review and analysis in connection with its fairness opinion and used by the board of directors of Clinical Data in connection with its review of strategic alternatives and also included additional disclosures regarding J.P. Morgan’s Analysis of the Merger Consideration which included additional information concerning the Discounted Cash Flow Analysis used by J.P. Morgan.  The Amended 14D-9 also provided additional detail concerning J.P. Morgan’s past engagements with Forest Labs.