June 13, 2012 / 7:40 PM / in 6 years

Barnes & Noble's Riggio settles shareholder suit

(Reuters) - Leonard Riggio, the founder and chairman of Barnes & Noble Inc (BKS.N), agreed on Wednesday to forgo $29 million from a sale of one of his companies to the book retailer in order to settle a shareholder lawsuit, according to court documents.

A view of the Barnes and Noble bookstore on the corner of Warren and Greenwich street in New York June 29, 2010. REUTERS/Lily Bowers

The lawsuit stemmed from a 2009 agreement by Barnes & Noble, the largest U.S. bookstore chain, to buy back Barnes & Noble College Booksellers Inc for $514 million from Riggio.

Shareholders sued Riggio, Barnes & Noble’s largest investor, alleging the deal overvalued the college bookstores and enriched Riggio at the expense of shareholders.

The transaction was one example of alleged poor corporate governance cited by investor Ron Burkle when he launched a proxy fight for a slate on the bookseller’s board in 2010. Burkle was the company’s second-largest investor at the time, but has since cut his stake to less than 1 percent.

Analysts at the time questioned the wisdom of acquiring a chain with more than 600 bricks and mortar stores as more students and other book buyers were migrating toward digital book formats.

Same-store sales at the college bookstore chain, which has 641 stores, are expected to be flat for the full year which ended in April and for which the company will report earnings on Tuesday.

Riggio, owns 29.8 percent of Barnes & Noble shares, according to Thomson Reuters data. In April, Microsoft Corp (MSFT.O) said it was taking a 17.6 percent stake in a new Barnes & Noble subsidiary made up of its Nook digital business and its College bookstore chain.

The lawsuit was a derivative action, meaning the shareholders essentially stepped into the shoes of the company to pursue Riggio for the harm to Barnes & Noble. The recovery will benefit Barnes & Noble and its shareholders only benefit indirectly.

Shares of Barnes & Noble were down 2.3 percent at $14.80 in late afternoon trading on the New York Stock Exchange.

As part of the agreement, shareholders’ attorneys intend to seek one-third of the settlement amount as their fee, according to the court documents. Riggio and Barnes & Noble agreed a fee was warranted but reserved their right to object.

The settlement is subject to approval by Delaware Court of Chancery judge Leo Strine.

Barnes & Noble declined to comment.

The case is In Re Barnes & Noble Stockholder Derivative Litigation, Delaware Court of Chancery, No. 4813.

(This story has been refiled to correct 10th paragraph to say that Riggio and Barnes & Noble reserve right to object to attorneys’ fee, not support fee.)

    Reporting By Tom Hals in Wilmington, Delaware and Phil Wahba in New York; Editing by Tim Dobbyn

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