According to the suit, those forecasts reflected the true views of Darden. The suit alleges that Darden misled shareholders when it said publicly that Red Lobster business was in decline and needed to be sold.
"The Board sought to justify the rushed sale of Red Lobster by telling stockholders that the restaurant chain's recent poor performance was due to intractable structural problems that would inevitably result in worsening performance in the coming quarters and years," the suit said. "The Board knew that Red Lobster's debt offering documents, functioning as a loan application, would be subject to rigorous scrutiny and due diligence by potential lenders."
The suit goes on to say that "Red Lobster's management, which was responsible for the projections set forth in the debt offering documents, was best positioned to accurately assess and forecast the Company's recent, present, and future performance."
The suit comes after a long battle between Darden management and activist shareholders Barington Capital and Starboard Value. Both investors have urged Darden to split into two companies and spin off the real estate into a third vehicle. According to the lawsuit, Darden's board members took the alternative step of selling Red Lobster in order to avoid the more drastic moves suggested by the activists.
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By selling Red Lobster, the directors were able to preserve their roles at a larger, more prestigious company at the expense of shareholders, the suit alleges. "The Board had very different, self-interested incentives when it downplayed Red Lobster's performance to Darden's shareholders," it said. "The Board knew at all relevant times that it was selling Red Lobster at an artificially low price to protect the Board members' directorships."
Darden declined to comment when contacted by CNBC.
The suit is known as a "derivative" case because the Teamsters are suing on behalf of the company. While the Teamsters own Darden shares, any financial damages would be paid to the company rather than the plaintiff. The Teamsters were also part of separate lawsuit against Darden in April, when it accused the company of altering its corporate bylaws in order to prevent shareholders from holding a vote on the plan to sell Red Lobster. While 57 percent of shareholders were in favor of holding such a meeting, Darden moved forward with the Red Lobster sale before shareholders were able to convene and hold a vote.