Kohl’s Corporation

Kohl’s Corporation (KSS) Had Deficient Disclosure Controls and Procedures Enabling the Board to Withhold Material Information from Shareholders

A shareholder filed a class action on behalf of all persons and entities that purchased or otherwise acquired Kohl’s Corporation (NYSE: KSS) securities between October 20, 2020 and May 19, 2022, for violations of the Securities Exchange Act of 1934. Kohl’s operates as a retail company in the U.S.

According to the complaint, in October 2020, Kohl’s announced that it had entered into a new strategic framework (the “Strategic Plan”) to “drive top-line growth,” “expand operating margin,” and become “the most trusted retailer of choice for the active and casual lifestyle.” In addition, Kohl’s announced that the Company was “focused on increasing profitability with a goal of expanding its operating margin to 7% to 8%.”  In announcing the Strategic Plan, the Company touted its purportedly strong foundation of customers, industry-leading loyalty and charge card programs, high volume of stores, and large and growing digital business.

On May 19, 2022, Kohl’s announced disappointing fiscal Q1 2022 results, which were at odds with defendants’ representations regarding the successful execution of the Company’s Strategic Plan. Then, on May 20, 2022, Macellum Advisors GP, LLC, “a long-term holder of nearly 5% of the outstanding shares of Kohl’s,” issued a statement attributing the “extremely disappointing” financial results to a “flawed strategic plan and an inability to execute.”  Macellum also stated that “the current Board appears to have withheld material information from shareholders about the state of Kohl’s in the lead-up to this year’s pivotal annual meeting,” which “suggests to us a clear breach of fiduciary duty.” On this news, Kohl’s stock price fell $5.84 per share, or 12.97%, to close at $39.20 per share on May 20, 2022.


Next Steps: If you acquired shares of Kohl’s Corporation (KSS) between October 20, 2020 and May 19, 2022, you have until November 1, 2022, to ask the court to appoint you lead plaintiff for the class.  A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation.  You do not have to participate in the case to be eligible for a recovery.  

All representation is on a contingency fee basis. Shareholders pay no fees or expenses.

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