BGC Partners, Inc. (NASDAQ: BGCP) Investor Files Lawsuit Against Cantor Fitzgerald LP Over Alleged Breaches Of Fiduciary Duties

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Company Name(s): 
BGC Partners
Case Name: 
BGC Partners Shareholder Derivative Lawsuit 03/09/2012
Case Status: 
Lawsuit Filed
Affected Securities
Lawsuit Overview
Type of Lawsuit: 
Shareholder Derivative Action
Date Filed: 

An investor in NASDAQ: BGCP shares filed a lawsuit in State Court against Cantor Fitzgerald LP, its CEO and members of the BGC Partners board of directors who alleges that BGC Partners relationship with Cantor Fitzgerald caused it to enter into debt and equity transactions that hurt its shareholders.

The plaintiff alleges in breach of their fiduciary duties to BGC Partners, Inc, its controlling shareholders Cantor Fitzgerald LP and Cantor’s Chief Executive Officer Howard Lutnick and members of the BGC Partners’ board of directors have knowingly causes BGC Partners, Inc to enter into a series of related party transactions that have unduly benefits Cantor Fitzgerald LP, Howard Lutnick, and their affiliates at the expense of BGC Partners and its remaining shareholders.

The plaintiff claims that BGC Partners, Inc. made a $150 million debt transaction at an “unfair interest rate” that diluted the investors’stock. The plaintiff says the $150 million debt transaction was initially made in 2008 at a 5.19%t interest rate and was later replaced by notes at an 8.75% interest rate that could be converted into stock, thus diluting NASDAQ: BGCP shares.

In June 2010 BGC Partners, Inc entered into a controlled equity offering sales agreement with Cantor Fitzgerald & Co. pursuant to which BGC Partners, Inc could offer and sell up to 5.5 million shares of Class A coming stock through Cantor Fitzgerald & Co., as the company’s sales agent. Among other thing, BGC Partners, Inc would pay all expenses incurred in connection with the equity offering, and Cantor Fitzgerald & Co. would be entitled to compensation equal to 2% of the gorss proceeds of any equity offerings. IN September BGC Partners entered into to additional controlled equity offering sales agreements with Cantor Fitzgerald & Co.

under with BGC Partners, Inc could offer and sell up to a cumulative 15.5million shares of Class A common stock thorugh Cantor Fitzgerald & Co., as the company’s sales agents. The plaintiff says that as a result of those equity transactions Cantor Fitzgerald received about $17.3million in cash and BGC Partners paid Cantor Fitzgerald & Co. approximately $362,000 in sales commissions, but the BGC Partners Inc received no benefits from the equity transactions.

Since April 2011 BGCP stocks fell from as high as $9.66 to under $6 per share in early 2012.