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SandRidge's Next Hurdle: Shareholder Lawsuits

SandRidge Energy Inc. was able to come to terms with a hedge fund that sought to revamp the company's leadership, but some shareholders apparently think the changes don't go far enough.

In a lawsuit filed in U.S. District Court for the Western District of Oklahoma this week, SandRidge shareholders accuse CEO Tom Ward and members of the board of directors of breaching their fiduciary duties by allowing Ward "to usurp the company's corporate opportunities by front-running the company and acquiring mineral rights to almost 500,000 acres through multiple leaseholds immediately next or adjacent to the company's leaseholds."

Ward and members of his family have been competing with SandRidge for mineral rights and acreage in the Mississippian Lime formation through WCT Resources LLC, according to the shareholders.

The allegations echo those previously made by hedge fund TPG-Axon Capital, which recently reached a settlement with SandRidge (see Shale Daily, March 22). The hedge fund, which owns 7.3% of outstanding shares, was able to add four of its nominees to the SandRidge board and gain a promise of a review of the company's strategy and of Ward's continued status as CEO after a court found that SandRidge directors had violated their fiduciary duty (see Shale Daily, March 14; Feb. 21; Dec. 27, 2012).

The hedge fund had said that it was "concerned" with the scale of WCT's involvement in the Mississippian Lime and by the "suspicious timing" of WCT's land purchases.

Prior to the settlement with TPG-Axon, the SandRidge board said it had "found no evidence of wrongdoing" regarding transactions with WCT, which "is an independent company; no person affiliated with SandRidge has any control over WCT Resources activities."

In their lawsuit, shareholders Lisa Ezell, Jefferson L. Mangus and Tyler D. Mangus (filing derivatively on behalf of SandRidge) claim that the CEO's son, Trent Ward, is an officer of WCT and a second entity, 192 Investments LLC, which they allege also "acquired mineral rights on thousands of acres in late 2011 in the Mississippian Oil Play in Kansas." Ward's 2011 employment agreement allows the CEO to drill wells and earn royalties through 192 Investments, according to the lawsuit.

The shareholders are seeking damages they say SandRidge has sustained, as well as restitution and disgorgement of profits from Ward and the board members.

Separately, four other lawsuits filed in the same court by shareholders over the past four months claim that SandRidge's board "acted in the best interests of Ward rather than the interests of the company, caus[ing] the company to make major strategic missteps." Those lawsuits have been consolidated and a hearing is scheduled in Oklahoma City April 9.

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