TCI Countersues CSX, Alleging Insider Dealing

Apr 7 2008 | 12:03pm ET

Chris Hohn has demonstrated, time and again, that he knows how to fight fire with fire. Slapped with a lawsuit by railroad giant CSX Corp. for allegedly trying to hide his stake in the company, Hohn’s hedge fund has shot back with one of its own, accusing CSX of all manner of corporate corruption.

In a suit filed Friday in New York federal court, The Children’s Investment Fund accused CSX of giving stock grants to top executives just a week before announcing a slew of stock-price boosting measures.

The railroad withheld “material facts regarding the Board’s violation of its own insider trading policies, code of ethics and bylaws, while at the same time enriching themselves by setting certain ‘spring-loaded’ stock grants for CSX insiders while in possession of material non-public information,” TCI alleges in its countersuit. The hedge fund, which is seeking to elect five management-opposed director candidates to the company’s board, added that CSX’s current directors have “gone to extraordinary lengths to enrich themselves in their current positions.”

CSX called the TCI countersuit “without merit,” accusing it of attempting “to distract shareholders from the company’s previously filed lawsuit.”

Negotiations between the two sides broke down in January. CSX holds its annual shareholders meeting on June 25.

TCI owns a 4.4% of CSX, while fellow hedge fund 3G Capital Partners, which is backing TCI, owns 4.27%. The two also control an additional 11.8% through swaps.

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