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Forum Report: Workshops to Report on Legal Challenges and Transaction Alternatives


(April 23, 2008)



For the agenda of a subsequently scheduled meeting at which workshop reports are to be presented, see


Forum Report


Workshops to Report on Legal Challenges and Transaction Alternatives

            To develop information that Bear Stearns shareholders may consider in their buy-sell or voting decisions, the Shareholder Forum is organizing “workshop” projects to report on the following two issues:

A.     Legal challenges to the proposed JPMorgan acquisition:  Several class action and derivative lawsuits were initiated by Bear Stearns shareholders in Delaware and New York courts, most of which have now been consolidated in the New York State Supreme Court of New York County, captioned In Re Bear Stearns Litigation, Index No. 600780/08, before Justice Herman Cahn.  The various remedies sought in the consolidated NYSSC litigation include enjoining or rescinding the acquisition proposed by JPMorgan Chase.  Guided by the interests of investor participants, the workshop is expected to engage counsel and confer with authoritative legal experts as required to present a report to Forum participants on

(1)   what court actions might be considered, either in the consolidated NYSSC litigation or independently, to stop or unwind the proposed transaction, and

(2)   how Forum participants can effectively monitor the progress of litigation that may be relevant to shareholder interests.

B.     Alternative transaction terms for an acquisition by JPMorgan:  Recognizing that it will not be practical to stop the currently proposed transaction unless an alternative is available to preserve its intended public benefits, a workshop will develop preliminary suggestions of substitute acquisition terms that may be considered fair to Bear Stearns shareholders as well as to JPMorgan.  Anyone who wants to offer an idea – as in the previously reported example of replacing some or all of the currently proposed issuance of JPMorgan common stock with securities linked to the ultimate realization of value from Bear Stearns – may do so either anonymously or for attribution.  The workshop’s report of preliminary suggestions will be presented to Forum participants for open comment, then refined and offered to JPMorgan for comment.

            Please let me know if you have any suggestions about what should be considered or who might help us do so.

           GL – April 23, 2008


Gary Lutin

Lutin & Company

575 Madison Avenue, 10th Floor

New York, New York 10022

Tel: 212-605-0335






This Forum program is open, free of charge, to all shareholders of The Bear Stearns Companies, Inc. ("BSC") and to any fiduciaries or professionals concerned with their investment decisions.  Its purpose is to provide shareholders with access to information and a free exchange of views on issues relating to their evaluations of alternatives, addressing issues described in the Forum Summary.

As stated in the posted Conditions of Participation, all Forum participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

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The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.