Thoma Bravo, QAD Board Sued by Hedge Fund Over $2 Billion Deal

A hedge fund filed suit in Delaware against QAD Inc.'s board and proposed acquirers at Thoma Bravo LLC, claiming the software maker’s planned $2 billion sale would violate its charter by giving preferential terms to its founder, who controls the company through super-voting stock.

The lawsuit accuses QAD, its board, founder Pamela Lopker, and Thoma Bravo affiliates of structuring the deal to let Lopker trade a substantial number of “class B” shares for equity in the combined company through a “side agreement,” while public “class A” investors get only $87.50 a share in cash.

The price “is patently insufficient to ...