ESOP Employees Sue Zell in Tribune Takeover

Sam Zell bought the Tribune Company using a fancy ESOP plan structure.  The employees of the company technically own the company but cannot vote for the board and cannot sell their shares. Zell, with a cash payment and an option, controls the company.  The company, after the takeover, is struggling and, yes, it has fired employees and thinned out the pension plans.  Those employees are suing Zell for breach of a fiduciary duty.  Its a little late; they should have voted against the takeover at their union meetings, which could have blocked it at the time.