Boar's Head family beef over company stock lands at 11th Circuit

ATLANTA (CN) — Attorneys for two co-owners of Boar’s Head Provisions Co. asked an 11th Circuit panel on Wednesday to parse a complicated dispute over transfers of company stock that could impact ownership of the deli meat giant.

Known for operating their privately owned company with secrecy, the legal battle between Robert S. Martin and Eric Bischoff  — grandsons of Boar’s Head co-founder Bruno Bischoff — over three transfers of company stock from Martin to a trust benefitting his son has thrown the family in-fighting into high relief.

An attorney for Bischoff asked a three-judge panel of the Atlanta-based appeals court on Wednesday to overturn a Florida federal judge’s 2023 decision in Martin’s favor. The transfers made by Martin to the trust in 2011, 2013 and 2016 were valid, U.S. District Judge Mary Scriven ruled in the lawsuit filed by Bischoff.

Scriven, a George W. Bush appointee, also rejected Bischoff’s counterclaims for breach of contract and declaratory judgment as barred by the six-year statute of limitations.

The 2021 lawsuit is one of several filed by Bischoff against his cousins and the company over allocation of corporate shares.

Problems at Boar’s Head boiled over into national headlines last year when a deadly outbreak of the foodborne illness listeria was traced back to the company’s facility in Jarratt, Virginia. An investigationby the U.S. Department of Agriculture uncovered “inadequate sanitation practices” that sickened at least 61 people between July and November 2024.

The contamination left 10 people deadand dozens hospitalized. Most people who became ill ate liverwurst produced by Boar’s Head.

The company agreed to pay a $3.1 million class action settlement over its voluntary recall of millions of pounds of deli products manufactured in the now-defunct Virginia facility.

Arguing on behalf of Martin on Wednesday, attorney Lauren Purdy of Gunster Yoakley & Stewart urged the panel to uphold Scriven’s ruling, telling the judges Bischoff had years to fight the 2011 transfer of shares representing 0.05% of the company but failed to do so in a timely manner.

Purdy said both New York law and the terms of a 1991 shareholder agreement prevent Bischoff from challenging the validity of Martin’s transfer of stock to his son, Robert P. Martin.

Purdy described the younger Martin as “the face” of the Boar’s Head brand. Although the company’s chief financial officer notably admitted he was “not sure” about the identity of the company’s CEO in a 2022 deposition, legal briefs in this case identify Robert P. Martin as CEO.

Much of the dispute before the panel hinges on whether the trust qualifies as a “group B” shareholder under the shareholder agreement, which lays out procedures for how family members can transfer Boar’s Head shares.

Attorneys for Martin have said that since no one contends the trust is a group A shareholder, it must be a group B shareholder capable of validly receiving the shares.

Purdy said there was ample proof of the trust’s group B status.

“The RPM trust paid for group B shares from a group B shareholder, signed an assignment agreement promising to be bound to the rights, duties and obligations of a group B shareholder and acted as a group B shareholder for 14 years,” the attorney said.

Attorney Randall Adams of Schulte Roth & Zabel, who represents Bischoff, told the panel Scriven wrongly found that the 2011 transfer rendered the trust a valid shareholder under the agreement. That decision led to another bad call by Scriven, Adams argued: that the two subsequent transfers in 2013 and 2016 of shares representing 15% of the company were validly made to an existing shareholder.

U.S. Circuit Judge Robert Luck, a Donald Trump appointee, questioned how the trust’s membership in group B could be challenged.

“For whatever reason he has shares from 2011. Whatever percentage they were, they have to be something and they’re not [group] A because he’s not from that line of the family,” Luck said. “So they have to be [group] B and that means they can transfer. Why is that wrong?”

Adams told the panel the delineation between groups A and B is “just a contractual status that certain shareholders can have” and does not follow the shares as they transfer. The attorney said that Martin’s mere taking of the stock from a group B shareholder did not automatically make him a member of that group himself.

But Luck said, “The whole point of the agreement is the status follows so this thing stays in the family and there’s peace between group A and group B. That’s why this thing was set up this way.”

“The horse has left the barn,” Luck added. “For whatever reason, he has shares.”

Purdy argued that any ruling refusing to acknowledge Robert P. Martin as a group B shareholder would be a mistake.

“Once the statute of limitation passed, the ability to dispute his status as a group B shareholder expired,” Purdy said. “The only way to make New York’s strong public policy relating to statutes of limitations mean anything is to allow us status as a group B shareholder.”

But U.S. Circuit Judge Nancy Abudu appeared to disagree.

“It is appropriate to determine the status of your client for those shares and that was not done,” the Joe Biden appointee said.

Abudu and Luck were joined on the panel by U.S. Circuit Judge Barbara Lagoa, an appointee of Donald Trump. The panel did not indicate when it will issue a decision.

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