In January, if not earlier, Dr. Bronner was contacted by an investment bank about a possible sale to Radiology Partners, the complaint says.
Each shareholder in the practice has the same ownership interest of 200 shares of common stock, the complaint says. To boost the value of their stakes if the practice was sold, the so-called senior shareholders hatched a plan to eliminate some shareholders, the complaint says.
One group on the “hit list” is radiologists who work overnight shifts, such as plaintiffs Joel Benveniste, Daniel Koscielski and Myrosia Mitchell, the complaint says. Another group on the list is shareholders who have worked at the practice for less than five years, such as Tejvir Nanda, who is also a plaintiff, the complaint says.
The practice's shareholder agreement contains a rare provision allows for the board to terminate without cause shareholders with less than five years' employment, the suit says.
“It would be unusual for someone to sign that,” said Steven Harris, a Chicago-based healthcare lawyer at McDonald Hopkins LLP, who is not involved in the case.
A fifth plaintiff, Dr. Elizabeth Holland, apparently was not targeted for elimination, but the complaint says she raised questions about the plan. She is joining in allegations that Dr. Bronner and the other board members have improperly received hundreds of thousands of dollars from the practice.
Mr. Griesmeyer, the plaintiffs' lawyer, said shareholders were scheduled to consider the plan to remove the overnight radiologist at a June 3 meeting, but the vote was suspended after some shareholders objected to the proposal. He confirmed that Radiology Partners was the company noted in the complaint that expressed interest in the company.
In an email, Rudy Radasevich, a Chicago-based partner at law firm Neal Gerber & Eisenberg LLP, which represents the practice, said, "All parties agree that this matter involves issues that are internal . . . and will not affect patient care in any respect."
No acquisition has been completed.
Richard Whitney, CEO of Radiology Partners, did not return a call for comment. He is also a venture adviser of New Enterprise Associates, which has an office in Menlo Park, Calif., and $13 billion in capital commitments.
"Practice sale has doctors fighting" oirginally appeared in Crain's Chicago Business.