PepsiCo sues Pepsi Bottling Group

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PepsiCo announced that it has filed suit in Delaware against the Pepsi Bottling Group and certain of its directors. The suit alleges that the defendants intentionally failed to provide notice of a recent PBG Board meeting to the PBG directors affiliated with PepsiCo. At that meeting, the directors in attendance claim to have adopted a “poison pill,” implemented certain new executive compensation arrangements and purported to amend the PBG bylaws in ways PepsiCo believes are detrimental to its rights as a shareholder. Because of the lack of notice and consideration by the full Board, PepsiCo alleges those actions by the Board at the meeting are invalid. PepsiCo further alleges that PBG and its Board breached their fiduciary duties to PBG shareholders by adopting the poison pill because it restricts PepsiCo’s rights as a PBG shareholder and constitutes an unreasonable and disproportionate response to PepsiCo’s constructive proposal. The suit seeks declaratory and injunctive relief.
...cont´d

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