Wohl & Fruchter Commences Investigation into Merger Between eBay, Inc. and GSI Commerce, Inc.

NEW YORK--(BUSINESS WIRE)--The law firm of Wohl & Fruchter LLP has commenced an investigation into whether the directors of GSI Commerce, Inc. (NASDAQ: GSIC) (“GSI”) breached their fiduciary duties to shareholders by approving a merger with eBay, Inc. (NASDAQ: EBAY) (“eBay”).

On March 28, 2011, eBay announced that it had entered into a merger agreement to acquire GSI. Under the agreement, GSI shareholders will receive $29.25 in cash for each share of GSI they own.

Wohl & Fruchter’s investigation concerns whether approval of the merger was improperly motivated by conflicts of interest created by various agreements entered into with senior executives related to the merger. Under the terms of the merger agreement, eBay has agreed to sell back all or a portion of its interests in several businesses currently owned by GSI to an entity controlled by GSI’s current President and CEO. In addition, on March 27, 2011 – just one day before the merger announcement – GSI entered into Transaction Incentive Agreements with four senior executives conditionally obligating GSI to pay them a total of $17 million over time in the event of a sale of GSI. Similarly, on March 25, 2011, GSI granted a substantial restricted stock award to a senior executive, and then on March 27, 2011, approved the immediate vesting of a portion of that award.

Additional information is available at www.wohlfruchter.com/cases/gsic.

Persons with relevant information, and GSI shareholders with questions about this investigation, are invited to contact our Firm.

About Wohl & Fruchter

Wohl & Fruchter LLP represents plaintiffs in litigation arising from fraud and other fiduciary breaches by corporate managers, as well as other complex litigation matters. Please visit our website, www.wohlfruchter.com, to learn more about our Firm, or contact one of our partners.

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