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Transatlantic sues Validus over attempt to replace board of directors

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NEW YORK—Transatlantic Holdings Inc. filed a lawsuit against Validus Holdings Ltd. on Friday, alleging that Validus’ attempt to replace Transatlantic’s board violates Delaware law.

Transatlantic sues Validus over attempt to replace board of directors

Pembroke, Bermuda-based Validus, which has been in a monthslong battle to acquire Transatlantic, sent a letter to New York-based Transatlantic’s board this month, seeking several changes, including having Transatlantic stockholders remove seven board members and replacing them with three directors backed by Validus.

In a filing with the Securities & Exchange Commission on Friday, Transatlantic said that it had filed suit against Validus.

According to the SEC filing, Transatlantic said it believes Validus’ proposal to amend Transatlantic’s bylaws so that shareholders choose the number of directors—which is set at eight—is invalid under Delaware law, which prohibits the adoption of bylaws that are inconsistent with a corporation’s certificate of incorporation.

Transatlantic, which is incorporated in Delaware, said another proposal to amend its bylaws regarding the board also would violate state law.

Earlier this month, Transatlantic rejected Validus’ most recent bid to buy the New York-based reinsurer, saying it was too low. Validus is one of several reported bidders for Transatlantic.