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IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF TENNESSEE NASHVILLE DIVISION PATRICK AYERS, derivatively on behalf of ) Case No. 3:19-cv-00733 COMMUNITY HEALTH SYSTEMS, INC., ) ) District Judge Eli J. Rich

Key Takeaway: A proposed settlement in the stockholder derivative action against Community Health Systems, Inc. (CHSI) is currently awaiting court approval. This action, initially filed by Patrick Ayers and others, accuses certain CHSI executives of breaching fiduciary duties by failing to disclose material adverse facts. The settlement, aimed at enhancing corporate governance, has been outlined in a stipulation dated November 13, 2023. A fairness hearing will be held on January 29, 2024, to assess the settlement's adequacy and consider the attorneys' fees application.

Market Sentiment Analysis

POSITIVE FACTORS

  • Proposed settlement aims to enhance corporate governance of CHSI.
  • Court hearing scheduled to ensure fairness and adequacy of the settlement.

CONCERNS & RISKS

  • Ongoing derivative action suggests unresolved issues regarding CHSI's management.
  • Allegations of fiduciary duty breaches against current and former officers and directors.

Full Press Release Details

IN THE UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF TENNESSEE
PATRICK AYERS, derivatively on behalf of ) Case No. 3:19-cv-00733
COMMUNITY HEALTH SYSTEMS, INC., )
) District Judge Eli J. Richardson
Plaintiff, ) Magistrate Judge Barbara D. Holmes
)
v. )
)
WAYNE T. SMITH, et al. , )
)
Defendants, )
)
and )
)
COMMUNITY HEALTH SYSTEMS, INC., )
)
Nominal Defendant. )
NOTICE OF (I) PENDENCY AND PROPOSED SETTLEMENT OF
STOCKHOLDER DERIVATIVE ACTION; (II) SETTLEMENT FAIRNESS HEARING;
AND (III) MOTION FOR AN AWARD OF ATTORNEYS FEES
AND LITIGATION EXPENSES
A Federal Court authorized this Notice. This is not a solicitation from a lawyer.
The purpose of this Notice is to inform you of: (i) the stockholder derivative action captioned Ayers v. Smith, Case No. 3:19-cv-00733 (the Action ), pending in the United States District Court for the Middle District of Tennessee (the Court ); (ii) a proposed
settlement of the Action (the Settlement ), subject to the approval of the Court pursuant to Rule 23.1 of the Federal Rules of Civil Procedure, as provided in the Stipulation and Agreement of Settlement dated November 13, 2023
(the Stipulation ); (iii) the hearing that the Court will hold on January 29, 2024 at 8:30 a.m. to determine whether to finally approve the proposed Settlement and to consider the application by Plaintiff s counsel, on
behalf of all Plaintiffs Counsel,1 for an award of attorneys fees and expenses; and (iv) CHSI Stockholders rights with respect to the proposed Settlement and the application
for an award of attorneys fees and expenses to Plaintiffs Counsel.2
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY.
YOUR RIGHTS WILL BE AFFECTED BY THE LEGAL PROCEEDINGS IN THIS
LITIGATION AND THE PROPOSED SETTLEMENT OF THE ACTION.
The Stipulation was entered into as of November 13, 2023 by and among (a)(i) plaintiff Patrick Ayers ( Plaintiff
Ayers ) in the above-captioned stockholder derivative action (the Action ); and (ii) plaintiffs Kevin Aronson, Faisal Hussain, and Susheel Tanjavoor (the Delaware Plaintiffs ) in the
stockholder derivative action pending in the United States District Court for the District of Delaware captioned In re Community Health Systems, Inc. Stockholder Derivative Litigation, Consol. C.A. No. 1:19-cv-01506-GBW (D. Del.) (the Delaware Action ) (collectively with Plaintiff Ayers, Plaintiffs ), all derivatively on
behalf of nominal defendant Community Health Systems, Inc. ( CHSI or the Company ); (b) defendants Thomas J. Aaron, W. Larry Cash, John A. Clerico, Michael Dinkins, James S. Ely III, John A. Fry, Kevin J. Hammons,
Tim L. Hingtgen, William Norris Jennings, K. Ranga Krishnan, Julia B. North, Wayne T. Smith, and H. James Williams (collectively, the Individual Defendants ), who are all of the named defendants in the Action and the Delaware
Action (together with the actions consolidated therein, the Derivative Actions ); and (c) nominal defendant CHSI (together with the Individual Defendants, the Defendants, and collectively with Plaintiffs,
the Parties, and each a Party ).
The Settlement provides for the Company to implement enhancements
to its corporate governance as described in more detail in paragraph 31 below. Neither the Company nor CHSI stockholders will receive any payment from the Settlement.
PLEASE NOTE: STOCKHOLDERS ARE NOT REQUIRED TO TAKE ANY ACTION IN RESPONSE TO THIS NOTICE.
WHAT IS THE PURPOSE OF THIS NOTICE?
1. The purpose of this Notice is to explain the Action, the terms of the proposed Settlement, and how the proposed Settlement affects CHSI
stockholders legal rights.
2. The Action is a stockholder derivative suit. In a stockholder derivative suit, one or more persons or
entities who are current stockholders of a corporation sue on behalf of and for the benefit of the corporation, seeking to enforce the corporation s legal rights. In the Action, Plaintiff has filed suit against Defendants on behalf of and for
the benefit of CHSI.
3. The Court has scheduled a hearing to consider the fairness, reasonableness, and adequacy of the Settlement and
the application by Plaintiff in the Action, on behalf of all Plaintiffs Counsel, for an award of attorneys fees and expenses (the Settlement Fairness Hearing ). See paragraphs
38-48 below for details about the Settlement Fairness Hearing, including the location, date, and time of the hearing.
WHAT IS THIS CASE ABOUT? WHAT HAS HAPPENED
DESCRIPTION OF THE ACTION AND THE SETTLEMENT HAS BEEN PREPARED BY COUNSEL FOR THE PARTIES. THE COURT PRESIDING OVER THE ACTION HAS MADE NO FINDINGS WITH RESPECT TO SUCH MATTERS, AND THIS NOTICE IS NOT AN EXPRESSION OR STATEMENT BY ANY COURT OF
4. Plaintiffs allege that certain current and former officers and directors of CHSI breached their fiduciary duties by,
among other things, failing to disclose material adverse facts about the Company s business, operations, and prospects related to the Company s provisions for bad debt and stating net operating revenue.
5. On August 20, 2019, plaintiff Roger Trombley ( Plaintiff Trombley ), derivatively on behalf of CHSI, commenced the
Action by filing a complaint against the Individual Defendants (ECF No. 1).
6. On August 12, 2019, plaintiff Faisal Hussain,
derivatively on behalf of CHSI, filed a stockholder derivative action against certain Individual Defendants in the United States District Court for the District of Delaware, captioned Hussain v. Smith et al., C.A. No. 1:19-cv-01506 (the Hussain Action ).
August 29, 2019, plaintiff Susheel Tanjavoor, derivatively on behalf of CHSI, filed a stockholder derivative action against the Individual Defendants in the United States District Court for the District of Delaware, captioned Tanjavoor v.
Smith et al., C.A. No. 1:19-cv-01617 (the Tanjavoor Action ).
8. On October 30, 2019, plaintiff Roofers Local No. 149 Pension Fund, derivatively on behalf of CHSI, filed a stockholder derivative
action against the Individual Defendants in the United States District Court for the District of Delaware, captioned Roofers Local No. 149 Pension Fund v. Clerico et al., C.A. No. 1:19-cv-02062 (the Roofers Action ).
9. On September 18, 2019, Kevin
Aronson ( Plaintiff Aronson ) made a demand to inspect certain of the Company s books and records pursuant to 8 Del. C. 220.
10. On February 7, 2020, the Company produced documents in response to Plaintiff Aronson s books and records demand.
11. In March 2020, the Company completed its production of documents in response to Plaintiff Aronson s books and records demand.
12. On April 29, 2020, Plaintiff Aronson, derivatively on behalf of CHSI, filed a
stockholder derivative action against certain Individual Defendants in the United States District Court for the District of Delaware, captioned Aronson v. Smith, et al., C.A. No.
1:20-cv-00587 (the Aronson Action ).
13. On February 24, 2020, the Court entered an Order which, inter alia, stayed the Action pending a ruling on defendants
then-forthcoming motion to dismiss a related securities class action pending before the Court and captioned Padilla v. Community Health Systems, Inc. et al., C.A. No.
3:19-cv-00461 (the Federal Securities Class Action ) (ECF No. 22).
14. On August 31, 2020, the United States District Court for the District of Delaware entered an Order which, inter alia,
consolidated the Hussain Action, the Tanjavoor Action, the Roofers Action, and the Aronson Action, and appointed Plaintiff Aronson s counsel, Robbins LLP, as lead counsel in the Delaware Action.
15. On September 30, 2020, the Delaware Plaintiffs designated the complaint filed in the Aronson Action as the operative complaint in the
16. On May 21, 2021, the United States District Court for the District of Delaware entered an Order granting the
voluntary dismissal of plaintiff Roofers Local No. 149 Pension Fund from the Delaware Action.
17. On September 30, 2021, after
full briefing by the parties, the United States District Court for the District of Delaware entered an Order which, inter alia, stayed the Delaware Action until after the Court issued a decision on the motion to dismiss pending in the Federal
Securities Class Action.
18. On August 17, 2022, the Court entered an Order in the Federal Securities Class Action denying
defendants motion to dismiss the Federal Securities Class Action.
19. On September 12, 2022, the United States Court for
the District of Delaware entered an Order which, inter alia, extended the stay of the Delaware Action until the resolution of all motions for summary judgment in the Federal Securities Class Action (or the deadline for making such
motions passing without any such motion being filed), and allowed the Delaware Plaintiffs to participate in discovery in the Federal Securities Class Action as provided therein.
20. On September 20, 2022, the Court entered the First Modified Case Management Order (ECF No. 31) and Order Administratively
Closing Case (ECF No. 32) which, inter alia, administratively closed the Action, subject to a motion to reopen it, and allowed Plaintiff Trombley to participate in discovery in the Federal Securities Class Action as provided
21. Thereafter, Plaintiff Trombley and the Delaware Plaintiffs, and subsequently Plaintiff Ayers, participated in discovery in
the Federal Securities Class Action by, among other things, reviewing and analyzing the documents produced by Defendants in discovery in the Federal Securities Class Action, developing their theories of liability, and preparing to
participate in depositions taken in the Federal Securities Class Action.
22. On October 13, 2022, the Court entered an order in the Federal Securities
Class Action and in the Action directing the parties in the Action and the Federal Securities Class Action to meet in person and attempt to resolve a dispute regarding coordination of discovery between the Action and the Federal Securities
Class Action (ECF No. 33).
23. On December 9, 2022, Plaintiff Trombley made an unopposed motion for an order permitting
Plaintiff Ayers to substitute in for Plaintiff Trombley as a representative plaintiff in the Action (ECF No. 34).
December 14, 2022, the Court entered an Order Substituting Plaintiff which substituted Plaintiff Ayers as plaintiff in the Action in place of Plaintiff Trombley and directed the Clerk to modify the docket and caption accordingly (ECF
25. On March 9, 2023, the Parties and the parties to the Federal Securities Class Action participated in a day-long, in-person mediation before Jed D. Melnick, Esq. of JAMS ADR. During the mediation, the Parties discussed resolving the Derivative Actions by means of certain
corporate governance reforms that would be instituted by the Company. Although the mediation did not result in the settlement of the Derivative Actions, the Parties nevertheless continued to negotiate in good faith and exchanged iterative proposals
of governance reforms in an effort to resolve the Derivative Actions.
26. On March 14, 2023, the parties to the Federal Securities
Class Action notified the Court that they had agreed to a settlement of the Federal Securities Class Action.
May 30, 2023, the Court entered an Order granting preliminary approval of the Federal Securities Class Action.
June 20, 2023, after continued extensive arm s length negotiations, the Parties reached an agreement in principle to settle the Derivative Actions in exchange for enhancements to the Company s governance and oversight over its
compliance and audit functions, as set forth in detail in paragraph 31 below.
29. After additional negotiations regarding the specific
terms of their agreement, the Parties entered into the Stipulation on November 13, 2023. The Stipulation reflects the final and binding agreement among the Parties on the terms and conditions of the Settlement. The Stipulation can be viewed at
the Investor Relations portion of CHSI s website, www.chs.net.
30. On December 4, 2023, the Court preliminarily
approved the Settlement, authorized this Notice to be provided to CHSI Stockholders, and scheduled the Settlement Fairness Hearing to consider whether to grant final approval of the Settlement.
WHAT ARE THE TERMS OF THE SETTLEMENT?
31. In consideration of the full settlement and release of the Released Plaintiffs Claims (defined in paragraph 34 below) against the
Released Defendants Persons (defined in paragraph 34 below) and the dismissal with prejudice of the Action, Defendants will cause the Company to adopt the following enhancements to the Company s governance and oversight over its
and audit functions, which shall remain in effect for no less than five (5) years except in the event
that an unrelated entity, person, stockholder, or group of stockholders acquires all of the common stock of CHSI, enabling CHSI to terminate its reporting obligations under the Securities Exchange Act of 1934, as amended with respect to its equity
interests and to de-list from the applicable stock exchange:

Frequently Asked Questions

What is the purpose of this Notice?

This Notice informs about the stockholder derivative action and proposed settlement affecting CHSI stockholders' legal rights.

When is the Settlement Fairness Hearing scheduled?

The hearing is scheduled for January 29, 2024, at 8:30 a.m.

Do CHSI stockholders need to take action in response to this Notice?

No, stockholders are not required to take any action regarding this Notice.

What allegations are made in the Action?

Plaintiffs allege breaches of fiduciary duties by officers and directors, failing to disclose critical information about CHSI.

Who are the defendants in this case?

The defendants include current and former officers and directors of CHSI.

Last updated: Dec 8, 2023