Johnson Controls, Inc. (“JCI”) and Tyco, an Irish-domiciled company, entered into an Agreement and Plan of Merger, dated as of January 24, 2016, pursuant to which JCI merged with a subsidiary of Tyco (the “Inversion”). Tyco changed its name to Johnson Controls International plc (JCplc). The Merger closed on September 2, 2016. A number of shareholders filed a putative class action challenging the tax structure employed in the merger, alleging that the tax burden arising from the Inversion was improperly placed on them, rather than on JCI/JCIplc. The complaint alleges that the Inversion caused damage to both the minority taxpaying shareholders who held their shares in taxable accounts and all public shareholders of JCI who were affected by the dilution of their equity interest in JCplc as a result of the Inversion.
The case is titled Arlene D. Gumm, et al. v. Alex A. Molinaroli, et al., Case No. 16-C-1093 PP and is currently pending in United States District Court in the Eastern District of Wisconsin before the Honorable Pamela Pepper.