Two top executives may face a lawsuit filed by shareholders of the former GFI Group Inc. On Tuesday, a federal judge ruled that the two executives made the shareholders sell their stock prematurely as part of a plan to take the company's main brokerage unit private.

The Wall Street Journal reported that shareholders voted down the plan of GFI to sell CME Group Inc., which the brokerage company claimed that it was exploring strategic alternatives. Valued at $5.85 a share, GFI released a statement saying they rejected the CME deal at a meeting in New York. Later that day, the two firms formally did not proceed with the deal.

Chairman and CEO of BGC, Howard Lutnick said that they believe that the proposed management merger of CME and GFI have failed by an overwhelming margin and that they appreciate the strong rejection by the disinterested shareholders of GFI. "We feel that it reflects their belief that our offer has always been both very credible and clearly superior to the alternative," Lutnick added.

While declining more shareholder-friendly bid from Lutnick's BGC Partners, former Chief Executive Colin Heffron and former GFI Chairman Michael Gooch must face claims of inappropriately promoting its sale to CME group, according to US District Judge William Pauley in Manhattan.

On July 30, 2014, with the intent of keeping spinning of the wholesale brokerage and keeping some units to a group led by GFI management, CME had agreed to buy GFI for $4.55 per share, which is 46 percent premium at that time. Reuters reported that after six weeks, GFI became the target of a $5.25-per-share. Such increase leads to a bidding war that ended with BGC, which is based in New York, a tender offer to pay $6.10 per share.

GFI shareholders claimed that they were led to believe the original CME bid would not be topped. They called such bid 'a singular and unique opportunity to return value.' Meanwhile, the lawyers of GFI group and BGC did not immediately respond to request for comment.