It was disclosed earlier this week that Siegelbaum, an attorney with the law firm of Goodwin Procter LLP, had resigned from the Emmis board prior to the expiration of his one-year term. He was one of two board members nominated by the holders of Emmis preferred stock. At that time, Emmis released the usual statement: “The resignation was not due to any disagreement with Emmis on any matter relating to Emmis’ operations, policies or practices.” Now, however, Emmis has filed suit against Siegelbaum in Marion County, Indiana Court. It alleges breach of fiduciary duty, and asks for compensatory and punitive damages, and "all other just and proper relief."

The backdrop of this action is that Emmis CEO Jeff Smulyan was once partnered with Alden Global Capital in an attempt to take Emmis private. That cratered, and Smulyan's JS Acquisition and Alden brought legal actions against each other. Emmis recently reached a deal with a fund associated with Sam Zell worth $35 million, the purpose of which was to buy back some of its 6.25% preferred stock at attractive rates. In the Siegelbaum suit filed on Friday (11/18), Emmis says Alden contacted it about an offer to sell all its preferred stock (about one million shares) at $15 per share. That offer included understandings that Alden and Emmis would drop their legal claims against each other. Emmis needed board approval to consider the $15-per share offer, and set up a special meeting to consider it. Now Emmis alleges that Siegelbaum inappropriately disclosed the upcoming board meeting to Alden, and it says Alden then withdrew its offer.