Case Archive
A record of the matters we have taken on.
Securities fraud class actions, merger and buyout objections, board and regulatory investigations, and consumer matters, searchable by company name or ticker symbol.
These are historical matters. This archive documents the firm’s track record. Many of the cases below are closed, and the deadlines to take part in them have passed. Nothing here is a solicitation for a particular case. If you believe you have been affected by a securities matter, past or present, contact the firm and we will tell you where things stand.
- NYSE: PARMerger & Buyout
Shareholder investigation of Dell's $18.00 per share cash offer for 3PAR, about $1.13 billion and an 87% premium to the prior close.
- Year
- 2010
Dell Inc. said it's buying 3Par Inc., a maker of enterprise data storage equipment, for about $1.13 billion cash. Dell is offering $18 per share for 3Par, an 87 percent premium over Friday's 8-13-10 closing price for the company of $9.65.
- Nasdaq: MDRXSecurities Class Action
Securities class action alleging Allscripts-Misys concealed delays installing its TouchWorks V-11 electronic health record software, which caused 2007 revenue to fall short of guidance.
- Class period
- May 8, 2007 to February 13, 2008
- Court
- U.S. District Court for the Northern District of Illinois
- Year
- 2008
A class action lawsuit was filed in the United States District Court for the Northern District of Illinois on behalf of purchasers of Allscripts-Misys Healthcare Solutions, Inc. (formerly known as Allscripts Healthcare Solutions, Inc. (NYSE: MDRX) common stock during the period from May 8, 2007 to February 13, 2008 (the "Class Period"). The complaint charges Allscripts and certain of its officers and directors with violations of the Securities Exchange Act of 1934. Allscripts develops and sells software applications to healthcare organizations. According to the Company, more than 150,000 physicians, 700 hospitals and nearly 7,000 post-acute and homecare organizations utilize Allscripts software applications. Allscripts products include electronic health records ("EHR") systems, electronic prescribing, revenue cycle management, practice management, document management, medication services, hospital care management, emergency department information systems and homecare automation.
According to the complaint, during May 2007, the Company went "live" with the newest version of its EHR clinical software, Touchworks, version 11 ("V-11"). The complaint alleges that, during the Class Period, defendants issued materially false and misleading statements regarding the Company's business prospects. The complaint further alleges that defendants misrepresented and/or failed to disclose the following adverse facts: (i) that Allscripts lacked the necessary resources to install V-11 software at customer sites; (ii) that Allscripts had no historical basis to estimate the completion of V-11 or the impact V-11 sales might have on the Company's 2007 revenues and earnings; (iii) that the complexity of V-11 had materially and adversely lengthened the sales cycle and revenue recognition cycle for the Company's V-11 sales contracts; (iv) that Allscripts was currently experiencing adverse and continuing delays in the installation of V-11 software systems; and (v) that based on the foregoing, defendants had no reasonable basis for their statements and opinions concerning Allscripts' current and future financial performance and projections.
On February 13, 2008, Allscripts released its actual 2007 financial results, reporting 2007 revenue of $281.9 million or $18 million below the Company's $300 million guidance confirmed in August 2007 and $5 million short of their November earnings guidance revision. During a conference call with investors that same day, Allscripts finally admitted to V-11 installation delays that were likely to negatively impact sales and earnings well into 2008. In response to those announcements, the price of Allscripts common shares fell $4.12 per share, closing at $11.27 on February 14, 2008.
- NYSE: MOSecurities Class Action
Securities class action alleging Altria conducted inadequate due diligence before paying $12.8 billion for a 35% stake in JUUL Labs.
- Class period
- December 20, 2018 to September 24, 2019
- Court
- U.S. District Court for the Eastern District of New York
- Year
- 2019
A class action lawsuit has been filed in the United States District Court for the Eastern District of New York on behalf of all those who purchased Altria Group, Inc. (NYSE: MO) securities from December 20, 2018 through September 24, 2019, inclusive (the "Class Period").
According to the lawsuit, defendants throughout the Class Period made false and/or misleading statements and/or failed to disclose that: (1) Altria had conducted insufficient due diligence into JUUL prior to the Company's $12.8 billion investment, or 35% stake, in JUUL; (2) Altria consequently failed to inform investors, or account for, material risks associated with JUUL's products and marketing practices, and the true value of JUUL and its products; (3) all of the foregoing, as well as mounting public scrutiny, negative publicity, and governmental pressure on e-vapor products and JUUL made it reasonably likely that Altria's investment in JUUL would have a material negative impact on the Company's reputation and operations; and (4) as a result, Altria's public statements were materially false and misleading at all relevant times. When the true details entered the market, the lawsuit claims that investors suffered damages.
- NYSE: GOOSSecurities Class Action
Securities class action alleging Canada Goose promoted its down and fur as ethically sourced while failing to disclose an FTC investigation into exactly those claims.
- Class period
- March 16, 2017 to August 1, 2019
- Court
- U.S. District Court for the Southern District of New York
- Year
- 2019
A class action has been filed in the United States District Court for the Southern District of New York on behalf of purchasers of Canada Goose Holdings Inc. (NYSE: GOOS) securities during the period between March 16, 2017 to August 1, 2019 (the "Class Period").
The complaint alleges that throughout the Class Period, defendants made materially false and misleading statements and/or failed to disclose adverse information regarding the Company's business and operations. Specifically, defendants failed to disclose that Canada Goose sourced the down and fur used in its clothing products in an unethical and inhumane manner, which violated relevant FTC regulations pertaining to false advertising with respect to its sourcing practices and, as a consequence, Canada Goose had been the subject of an FTC investigation regarding false advertising. As a result of this information being withheld from the market, Canada Goose securities traded at artificially inflated prices during the Class Period, with its stock reaching prices of more than $70 per share.
On November 2, 2017, People for the Ethical Treatment of Animals ("PETA") issued a release alleging that Canada Goose suppliers used unethical measures to obtain the down and fur used in the Company's clothing and that PETA had lodged a complaint with the FTC regarding these practices because the Company represented in communications and promotional materials that its clothing was produced with down and fur that was ethically and humanely sourced. Nevertheless, despite PETA's release and FTC complaint, Canada Goose continued to represent that the down and fur used in producing its clothing was collected in a humane and ethical manner.
On June 17, 2019, the FTC issued a closing letter to Canada Goose's legal counsel stating that it had investigated the Company's advertising practices for possible violations of the Federal Trade Commission Act due to "concern[s] that Canada Goose may have made false or misleading representations about the treatment of geese whose down is used in Canada Goose's apparel." The FTC further stated that it had not recommended enforcement action against Canada Goose because the Company had "remov[ed] the advertising claims at issue from the marketplace and clarif[ied] its business practices in marketing materials." However, the FTC expressly stated that "[t]his action is not to be construed as a determination that a violation of law did not occur" and "reserve[d] the right to take further action as the public interest may warrant."
Then, on August 1, 2019, the New York Post published an article stating that Canada Goose had abandoned its claims of ethical treatment of animals used in making its winter jackets and clothing in response to the FTC's regulatory review and had removed from its website previous claims that the Company sourced coyote fur from animals in overpopulated areas, as well as videos purporting to show where Canada Goose obtained down for its parkas. On this news, Canada Goose's stock price fell $2.21 per share, or nearly 5%, to close at $44.58 per share on August 1, 2019.
- AMEX: NEPSecurities Class Action
Securities class action alleging China North East Petroleum misstated its financial results. A forensic audit found personal cash transfers involving the chief executive and a director, and the AMEX halted trading in the shares.
- Class period
- August 14, 2009 to May 26, 2010
- Court
- U.S. District Court for the Southern District of New York
- Year
- 2010
A class action has been commenced in the United States District Court for the Southern District of New York on behalf of all persons or entities who purchased, including purchasers of common stock, call options, and/or sellers of put options of China North East Petroleum Holdings Limited (AMEX: NEP) between August 14, 2009 and May 26, 2010, inclusive (the "Class Period"), seeking to pursue remedies under the Securities Exchange Act of 1934 (the "Complaint"). The Complaint names China North East and certain of the Company's executive officers and directors. The Complaint alleges that during the Class Period, defendants made false and/or misleading statements and/or failed to disclose the truth concerning the Company's financial statements. On March 8, 2010, China North East disclosed that the Company had determined that its financial statements for the year ended December 31, 2008, and each interim quarter within that year, and for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009 should no longer be relied upon and should be restated as a result of certain non-cash errors contained therein regarding the accounting for: (i) warrants issued in conjunction with a secured debenture on February 28, 2008, which warrants should have been classified according to Emerging Issues Task Force 00-19 as liability instruments rather than equity instruments; (ii) the change in the fair value of those warrants from the date of issuance through the end of the reporting period; (iii) effective interest expense arising from amortization of the discount to the carrying value of the secured debenture; (iv) the recording of warrants issued to investment consultants in connection with the secured debenture as deferred financing costs instead of consulting fees; (v) the amount of amortization of deferred financing costs associated with the issuance of that secured debenture; (vi) amounts payable to a consultant included in accrued liabilities; (vii) compensation issued to employees in the form of stock; (viii) depreciation, depletion and amortization of oil producing properties; (ix) ceiling test reduction of the net carrying value of oil producing properties; (x) income tax expense for the above items; and (xi) minority interests for certain of the above items.
Subsequently, on May 27, 2010, the China North East issued a press release, announcing that the Company's stock had been halted by the AMEX because of non-compliance with AMEX's listing criteria. China North East stock has not resumed trading since that time. Furthermore, the Company also disclosed the resignation of the Company's Chairman of the Board, CFO, a director, and the placement of the CEO on administrative leave pending the outcome of the current forensic audit. The forensic audit preliminarily found that in 2009, cash transfers occurred between the bank accounts of the Company and its subsidiaries and the personal bank accounts of Hongjun Wang, the Company's CEO, and Guizhi Ju, a Company director and mother of Hongjun Wang.
- NYSE: XJTMerger & Buyout
Shareholder investigation of SkyWest's agreement to acquire ExpressJet Holdings at $6.75 per share in cash.
ExpressJet Holdings, Inc. (NYSE: XJT), parent company of regional and charter airline operator, ExpressJet Airlines, Inc., announced that it signed a definitive merger agreement with SkyWest, Inc. (Nasdaq: SKYW) whereby SkyWest, Inc. will acquire all of the outstanding common shares of ExpressJet for $6.75 per share in cash subject to the conditions of the definitive merger agreement. SkyWest, Inc. advised that its intention is that ExpressJet Airlines will be merged with its wholly-owned subsidiary, Atlantic Southeast Airlines following the closing of the transaction and receipt of all required regulatory approvals.
- Nasdaq: FTCHSecurities Class Action
Securities class action alleging Farfetch concealed that its core online wholesale business was highly exposed to competitor discounting and that its growth rate was unsustainable. Class A shares fell more than 44% on August 9, 2019 after the company reported a wider loss and cut its growth outlook.
- Class period
- September 21, 2018 to August 8, 2019
- Court
- U.S. District Court for the Southern District of New York
- Year
- 2019
A class action lawsuit has been filed in the United States District Court for the Southern District of New York on behalf of all those who purchased Farfetch Limited (Nasdaq: FTCH) between September 21, 2018 and August 8, 2019 (the "Class Period")
The complaint alleges that in the Registration Statement and throughout the Class Period, defendants made false and misleading statements and/or failed to disclose material adverse information about Farfetch's operations and prospects. Specifically, defendants failed to disclose that Farfetch's core online wholesale business was highly susceptible to underpricing by competitors and that its growth rates were foreseeably unsustainable. As a result of defendants' false statements and/or omissions, Farfetch Class A ordinary shares traded at artificially inflated prices of more than $30 per share during the Class Period.
On August 8, 2019, after the market closed, Farfetch announced its second quarter 2019 financial results, reporting a loss of $89.6 million after taxes, compared to a loss of $17.7 million in the prior year period. Additionally, after previously predicting that its platform GMV metric would grow 41% year over year, Farfetch announced that it now expected only 30% to 35% year-over-year platform GMV growth for the third quarter of 2019, and only 37% to 40% year-over-year platform GMV growth for fiscal 2019. Additionally, Farfetch announced that Chief Operating Officer, Andrew Robb, would be stepping down from his position after a six-month transitional period. During Farfetch's second quarter 2019 earnings call with investors and analysts, Farfetch blamed the disappointing results on competitive pressures from increased promotional pricing and discounting of luxury goods by competitors, despite previously touting "barriers to entry" and Farfetch's allegedly "superior" platform. Following this news, the price of Farfetch Class A ordinary shares declined $8.12 per share, or more than 44%, to close at $10.13 per share on August 9, 2019.
- Nasdaq: FTMRBoard / Regulatory Investigation
Investigation into whether the board of directors of Fortem Resources Inc. breached its fiduciary duties to shareholders or violated the federal securities laws.
The firm is investigating potential claims against the board of directors of Fortem Resources Inc. (Nasdaq: FTMR) concerning whether the board has breached its fiduciary duties to shareholders or violated the federal securities laws.
- Consumer & Recall
General Motors recalled a range of 2004-2010 Chevrolet, Pontiac and Saturn models because the electric power steering could fail and revert to manual steering. The firm investigated claims on behalf of owners and lessees of the affected vehicles.
- Year
- 2010
The firm is investigating the issues surrounding the General Motors Recall of Older Model Vehicles to Fix Power Steering. Below is a list of the recalled vehicles.
- Chevrolet Malibu: All model year 2004 and 2005, and some model year 2006 and model year 2008 and 2009 vehicles
- Chevrolet Malibu Maxx: All model year 2004 and 2005, and some 2006 model year
- Chevrolet HHR (Non-Turbo): Some model year 2009 and 2010 vehicles
- Chevrolet Cobalt: Some model year 2010 vehicles
- Saturn Aura: Some model year 2008 and 2009 vehicles
- Saturn ION: All model year 2004 to 2007 vehicles
- Pontiac G6: All model year 2005, and some model year 2006 and model year 2008 and 2009 vehicles
- Service parts installed into certain vehicles before May 31, 2010 under a previous safety recall
- All 2005-2007 Chevrolet Cobalt and Pontiac G5,
- 2003-2007 Saturn Ion,
- 2006-2007 Chevrolet HHR,
- 2005-2006 Pontiac Pursuit (Canada),
- 2006-2007 Pontiac Solstice, and/or
- 2007 Saturn Sky ll
Moreover, in addition, 309,160 non-turbocharged Chevrolet HHRs from the 2006-2008 model years (and several hundred 2009 models) and 96,324 Saturn IONs from the 2003 model year that are not subject to these recalls will be given lifetime warranties for replacement of the electronic power steering.
- NASDAQ: GXDXMerger & Buyout
Shareholder investigation of Novartis's all-cash tender offer for Genoptix at $25.00 per share, implying a total equity value of about $470 million.
Genoptix, Inc. (Nasdaq: GXDX) announced that it has entered into a definitive merger agreement to be acquired by Novartis. Under the terms of the merger agreement, Novartis will commence an all cash tender offer for all outstanding shares of common stock of Genoptix at USD$25.00 per share. The transaction implies, on a fully-diluted basis, a total equity value of approximately USD$470 million and an enterprise value of USD$330 million.
- Nasdaq: GEOSBoard / Regulatory Investigation
Investigation into whether the board of directors of Geospace Technologies Corporation breached its fiduciary duties to shareholders or violated the federal securities laws.
The firm is investigating potential claims against the board of directors of Geospace Technologies Corporation (Nasdaq: GEOS) concerning whether the board has breached its fiduciary duties to shareholders or violated the federal securities laws.
- Nasdaq: GVFGSecurities Class Action
Securities class action alleging Gerova Financial Group misrepresented the value and liquidity of the assets it acquired and concealed related-party transactions. The NYSE halted trading in the shares and later delisted the company.
- Class period
- January 8, 2010 to February 23, 2011
- Court
- U.S. District Court for the Southern District of New York
- Year
- 2011
A class action lawsuit has been filed in the United States District Court for the Southern District of New York, on behalf of a class of purchasers of Gerova securities between January 8, 2010 and February 23, 2011 (the "Class Period"). The Complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated. The Complaint alleges that throughout the Class Period, defendants misrepresented or failed to disclose material adverse facts about the Company's business, operations, and prospects, including but not limited to the fact that a substantial portion of the assets it acquired pursuant to several transactions in January 2010 were impaired, illiquid, and worth far less than their recorded value; and that some of these acquisitions were with companies controlled by or affiliated with Gerova's top officers.
On January 10, 2011, Dalrymple Finance LLC published a report labeling Gerova as "a game of smoke and mirrors," and specifically questioning the valuation of the assets acquired in January, 2010. On this news, Gerova shares dropped $1.06 or nearly 4%, to close at $26.98. On February 10, 2011, after the market closed, the Company announced the resignation of the Company's Chairman of the Board, Chief Executive Officer and Directors. On this news, Gerova shares declined by $9.31 or 59% for four consecutive trading sessions, to close at $6.39 on February 16, 2011.
On February 23, 2011, the NYSE halted the stock at $5.28 citing the need for "additional information relative to operations, management restructuring, and business plans." Gerova's shares were subsequently delisted.
- NYSE: GRMMerger & Buyout
Shareholder investigation of Silgan Holdings' cash-and-stock agreement to acquire Graham Packaging at $19.56 per share, a transaction valued at roughly $4.1 billion including assumed debt.
Graham Packaging Company Inc. (NYSE: GRM) announced the signing of a definitive merger agreement under which Graham Packaging will be acquired by Silgan Holdings Inc. in a cash-and-stock transaction valued at $19.56 per share, or a total of approximately $4.1 billion including assumed indebtedness. The deal is expected to close in the second half of this year. The combined company will create a leading worldwide food and beverage franchise and a strong supplier of metal cans, closures, and rigid plastic containers. The combined company will employ over 17,000 associates in 19 countries through a network of approximately 180 plants and will have annual sales in excess of $6.2 billion. With its broad and diversified product offerings, the combined company will be better positioned to provide a portfolio of packaging solutions for its customers and more effectively service those customers ever changing needs. Likewise, the combination will help strengthen the merged entities' ability to deliver consistent and stable earnings growth that will result in long term shareholder value accretion.
- NASDAQ: LOPEBoard / Regulatory Investigation
Investigation of Grand Canyon Education over a Department of Education inquiry and a qui tam action alleging it paid enrollment counselors incentive compensation based on the number of students they enrolled, together with a related-party recruiting contract held by the founders' father.
Grand Canyon Education, a Delaware corporation with its principal executive offices located in Phoenix, AZ, provides online post-secondary education services in the United States. Grand Canyon is currently under investigation by the Department of Education and is named in a qui tam action for improperly paying enrollment counselors incentive compensation based on the number of students they sign up. The company recently announced a tentative settlement of the qui tam case, but the Department of Education has objected to the settlement.
There are eight directors, including two brothers who founded the Company. The Company's proxy describes a contract with a company owned by the brothers' father pursuant to which the father's company "identifies qualified applicants for admission to Grand Canyon University in return for which it is a paid a stated percentage of the net revenue derived by [us] from those identified applicants that matriculate at Grand Canyon University." The contract with the father's company appears, on its face, to be illegal under a statute that bans incentive compensation for enrollment counselors.
- Nasdaq: GNLNSecurities Class Action
Securities Act class action over Greenlane Holdings' April 2019 IPO, alleging the registration statement omitted that San Francisco's e-cigarette ban put the company's key JUUL distribution relationship at risk.
- Class period
- April 15, 2019 to September 11, 2019
- Court
- U.S. District Court for the Southern District of Florida
- Year
- 2019
A class action has been filed in the United States District Court for the Southern District of Florida on behalf of purchasers of Greenlane Holdings, Inc. (Nasdaq: GNLN) securities during the period between April 15, 2019 and September 11, 2019 (the "Class Period").
In April 2019, the Company held its initial public offering ("IPO") in which it sold more than 6 million common shares at $17.00 per share.
On June 18, 2019, the San Francisco Board of Supervisors unanimously approved the ban on the sale and distribution of e-cigarette products within the city. It also endorsed a ban on the manufacturing of e-cigarette products on city property.
On this news, the Company's share price fell $2.27, or over 17%, to close at $11 per share on June 19, 2019, on unusually heavy trading volume. Since the IPO, shares of Greenlane has traded as low as $5.39, a nearly 68% decline from the $17 per share IPO price.
The complaint filed in this class action alleges that the Registration Statement was materially false and misleading and omitted to state: (1) that the City of San Francisco had introduced a major initiative to ban the sale of e-cigarette products across three major cities and prohibit the manufacture of products at the headquarters of Greenlane's key partner, JUUL Labs; (2) that, if approved, the initiative would materially and adversely impact the Company's financial results and prospects; and (3) that, as a result of the foregoing, Defendants' positive statements about the Company's business, operations, and prospects, were materially misleading and/or lacked a reasonable basis.
- NASDAQ: GSICMerger & Buyout
Shareholder investigation of eBay's $2.4 billion agreement to acquire GSI Commerce at $29.25 per share, a 51% premium that came with a 40-day go-shop period.
eBay Inc. (NASDAQ: EBAY) said that it has agreed to acquire GSI Commerce (NASDAQ: GSIC) for $2.4 billion, or $29.25 per share - which represents a 51% premium over GSI's most recent closing price. GSI Commerce provides e-commerce and marketing services. As part of the deal, eBay said it plans to divest GSI's licensed sports merchandise business and 70% of its ShopRunner and Rue La La businesses into a holding company to be run by GSI founder and CEO Michael Rubin. GSI also has a 40-day "go-shop" period to solicit competing proposals. The transaction will require the approval of GSI shareholders.
- Nasdaq: HALOBoard / Regulatory Investigation
Investigation into whether the board of directors of Halozyme Therapeutics, Inc. breached its fiduciary duties to shareholders or violated the federal securities laws.
The firm is investigating potential claims against the board of directors of Halozyme Therapeutics, Inc. (Nasdaq: HALO) concerning whether the board has breached its fiduciary duties to shareholders or violated the federal securities laws.
- NYSE: HCMerger & Buyout
Shareholder investigation of the stock-for-stock merger of Hanover Compressor with Universal Compression Holdings, under which Hanover stockholders received 0.325 shares of the combined company for each share held.
Hanover Compressor Co. and Universal Compression Holdings Inc. (NYSE: UCO) agreed to merge, the companies said. On a stock-for-stock deal, Hanover stockholders will get 0.325 shares of the new company for each share held and Universal shareholders will get 1.0 share of the new company for each share they own, the companies said in a statement. Hanover stockholders will initially own about 53 percent of the new company and Universal stockholders will hold about 47 percent.
- NASDAQ: HNSNSecurities Class Action
Securities class action alleging Hansen Medical improperly recognized revenue on sales of its Sensei robotic catheter systems. The company restated its results after an internal investigation prompted by a whistleblower report.
- Class period
- May 1, 2008 to October 18, 2009
- Court
- U.S. District Court for the Northern District of California
- Year
- 2009
A class action has been filed in the United States District Court for the Northern District of California on behalf of purchasers of Hansen Medical, Inc. (NASDAQ: HNSN) common stock during the period between May 1, 2008 and October 18, 2009 (the "Class Period"). The complaint charges Hansen and certain of its officers and directors with violations of the Securities Exchange Act of 1934. Hansen develops products and technology using robotics for the accurate positioning, manipulation and control of catheters and catheter-based technologies, including the Sensei Robotic Catheter System ("Sensei system"), a robotic navigation system that enables clinicians to place mapping catheters in hard-to-reach anatomical locations within the heart during complex cardiac arrhythmia procedures.
The complaint alleges that during the Class Period, defendants issued materially false and misleading statements regarding the Company's financial results and compliance with Generally Accepted Accounting Principles. Specifically, the Company improperly recognized revenue associated with the sale of its Sensei systems. As a result of defendants' false and misleading statements, Hansen's stock traded at artificially inflated prices during the Class Period, reaching a high of $19.57 per share on May 13, 2008.
Then on October 19, 2009, Hansen announced that it would be restating its financial results for 2008 and for the first and second quarters of 2009 due to its failure to properly account for its revenue as a result of an investigation by the Company's audit committee. The audit committee's investigation was prompted by an anonymous "whistleblower" report the Company received in August 2009.
- Nasdaq: HRBNMerger & Buyout
Shareholder investigation of the proposal by Harbin Electric's chairman and chief executive, together with Abax Global Capital, to take the company private at $24.00 per share.
Electric motor maker Harbin Electric Inc. said that its chairman and CEO is backing his commitment to take the company private along with a private equity fund. Chairman and CEO Tianfu Yang has said he plans to team up with Abax Global Capital to buy the rest of the company. Harbin said that China Development Bank Corp. agreed to provide a $400 million term loan to fund the proposed purchase of the China company. Yang, Abax and their affiliates own nearly 41 percent of Harbin's stock, and in October, Yang and Abax said they would acquire the remaining stock for $24 per share. The proposal then represented a premium of 20 percent over the company's share price. However they have not made a formal offer. Harbin's board has formed a special committee of independent directors to evaluate the proposal.
- NYSE: HIGSecurities Class Action
Securities class action alleging The Hartford misstated its capital position and downplayed its securities-lending and credit-default-swap exposure during the financial crisis. Moody's downgraded the company on February 5, 2009.
- Class period
- December 10, 2007 to February 5, 2009
- Court
- U.S. District Court for the Southern District of New York
- Year
- 2009
A class action lawsuit was filed in the United States District Court for the Southern District of New York on behalf of purchasers of The Hartford Financial Services Group, Inc. (NYSE: HIG) common stock during the period between December 10, 2007 and February 5, 2009, inclusive (the "Class Period"). The complaint charges The Hartford and certain of its officers and directors with violations of the Securities Exchange Act of 1934. The Hartford is one of the largest investment and insurance companies based in the United States. The complaint alleges that during the Class Period, defendants made materially false and misleading representations regarding the Company's business and prospects, including its capital position, investment risk and hedging program. Then, on February 5, 2009, after the markets closed, The Hartford was forced to report disastrous fourth quarter and 2008 year-end financial results. And while defendants had repeatedly assured the market throughout the Class Period that the Company's capital position was sound and could fully support its current credit rating, that same day Moody's downgraded The Hartford's long-term senior debt rating and the Company's P&C and life insurance subsidiaries. As a result of this news, The Hartford's shares fell from $15.09 on February 5, 2009 to close at $12.68 per share on February 6, 2009.
The complaint alleges defendants were aware of material undisclosed information which contradicted their public statements during the Class Period, including, but not limited to, the following: (a) the Company's regulatory capital position was weak and deteriorating throughout the Class Period; (b) the Company had built up massive exposure to losses from derivative investments, including credit default swap contracts, way beyond the "corporate bond" risk references included in The Hartford's quarterly conference calls with analysts; (c) the Company had leveraged its risk significantly throughout the Class Period through a securities lending program in which it invested the cash collateral it received from third-party lenders in extremely risky investments, including residential and commercial mortgage-backed securities; (d) the Company's hedging program was becoming increasingly expensive to maintain due to high volatility in the equity markets; (e) the Company's financial results were continuing to deteriorate to a much greater extent than represented due to its exposure to the U.S. real estate market and credit default swap contracts; (f) the Company had failed to maintain adequate internal controls to adequately report losses from investments on a timely basis; (g) the Company was not on track to achieve the 2008 core earnings per share forecasted for and by the Company and continually misrepresented the effect market movements would have on such earnings; and (h) the Company overstated its book value by not accruing for liabilities for repayment of workers compensation insurance premiums consistent with what was actually justified.
- AMEX: HWKMerger & Buyout
Shareholder investigation of Carlisle Companies' all-cash agreement to acquire Hawk Corporation at $50.00 per share, an equity value of about $413 million.
Carlisle Companies Incorporated (NYSE: CSL) and Hawk Corporation (Amex: HWK) jointly announced the signing of a definitive agreement whereby Carlisle has agreed to acquire Hawk, a leading worldwide supplier of friction products for brakes, clutches and transmissions, for $50.00 per share in an all-cash transaction. This represents an equity value of approximately $413 million and an enterprise value of approximately $410 million. The transaction has been unanimously approved by the Boards of Directors of both companies.
- Nasdaq: HGRDMerger & Buyout
Shareholder investigation of Vestar Capital Partners' agreement to acquire Health Grades for $8.20 per share, valuing the company at roughly $294 million.
- Year
- 2010
Vestar Capital Partners V, L.P. ("Vestar") and Health Grades, Inc. (Nasdaq: HGRD) ("HealthGrades") announced a definitive agreement for an affiliate of Vestar to acquire all of the outstanding shares of HealthGrades for $8.20 per share, which represents a premium of approximately 32% over HealthGrades' 30-day average closing stock price, and a premium of approximately 29% over the closing price of HealthGrades' common stock on July 27, 2010, the last trading day prior to today's announcement. The aggregate purchase price for the equity of HealthGrades is approximately $294 million (which consists of approximately 35.9 million shares, inclusive of all shares of common stock outstanding, securities convertible into common stock and shares of common stock issuable pursuant to a noncompete agreement with an executive officer). Under the terms of an agreement unanimously approved by the Board of Directors of HealthGrades, an affiliate of Vestar will commence an all-cash tender offer no later than August 10, 2010. The offer will be conditioned upon the acquisition by Vestar's affiliate of at least a majority of HealthGrades' shares on a fully-diluted basis pursuant to the tender offer and purchases pursuant to tender and support agreements, and other customary closing conditions including regulatory approval. Executive officers of HealthGrades beneficially owning approximately 21% of HealthGrades' fully diluted shares have entered into agreements to support the transaction and to tender or otherwise sell shares to Vestar's affiliate. Following completion of the tender offer, the affiliate of Vestar will acquire all of the remaining publicly-held shares of HealthGrades at $8.20 per share through a second-step merger.
- NYSE: HPBoard / Regulatory Investigation
Investigation following Helmerich & Payne's agreement to pay $1.38 million to the Justice Department and the SEC to resolve claims that it made improper payments to customs officials in Venezuela and Argentina.
- Year
- 2008
Helmerich & Payne Inc. of Tulsa, Okla., agreed in July to pay $1.38 million in fines to the Justice Department and the SEC over claims of more than $170,000 in improper payments to customs officials in Venezuela and Argentina. Helmerich & Payne also agreed to review its internal controls and report to the government periodically over two years. The U.S. government said Helmerich & Payne officials made the payments from at least 2003 through 2008 to import and export goods that were not within regulations and to avoid higher taxes on goods.
Venezuelan President Hugo Chavez has increased state control of the country's oil industry, which funds nearly half his government's budget, and has nationalized oil projects previously managed by private companies under contract. Yet PDVSA has also continued to contract with oil service companies, some of them based in the U.S., as it seeks expertise and investment from multinationals to develop its heavy crude.
The OPEC nation has long had corruption problems. Last year, the organization Transparency International ranked Venezuela near the bottom of its list of 180 nations and territories, based on surveys of experts and businesspeople about corruption. Venezuela came in at 162.
- NYSE: HFBoard / Regulatory Investigation
Investigation into whether the board of directors of HFF, Inc. breached its fiduciary duties to shareholders or violated the federal securities laws.
The firm is investigating potential claims against the board of directors of HFF, Inc. (NYSE: HF) concerning whether the board has breached its fiduciary duties to shareholders or violated the federal securities laws.
- Nasdaq: ICXTMerger & Buyout
Shareholder investigation of FLIR Systems' cash tender offer for ICx Technologies at $7.55 per share, an aggregate purchase price of about $274 million.
FLIR Systems, Inc. (NASDAQ: FLIR) announced that it has entered into a definitive merger agreement pursuant to which it has agreed to acquire ICx Technologies, Inc. (NASDAQ: ICXT) for an aggregate cash purchase price of approximately $274 million. As of June 30th, ICx had a cash balance of approximately $38 million. Under the terms of the merger agreement, a subsidiary of FLIR will commence a cash tender offer to purchase all of the outstanding shares of ICx common stock for $7.55 per share in cash and will acquire any ICx shares not purchased in the tender offer in a second-step merger at the same price per share paid in the tender offer. The tender offer is conditioned on the tender of at least a majority of the outstanding shares of ICx common stock, calculated on a fully diluted basis, and other customary closing conditions. Wexford Capital LP and its affiliates, which together own approximately 62% of the outstanding shares of ICx common stock, have entered into a tender and support agreement whereby they have agreed to tender all of their shares in the tender offer, subject to the ICx Board of Directors' continued recommendation of the transaction. The boards of directors of FLIR and ICx have approved the merger agreement.
- Nasdaq: IDXXBoard / Regulatory Investigation
Investigation of Idexx Laboratories after it disclosed on January 29, 2010 that the Federal Trade Commission was examining whether the company had competed unfairly. The stock fell sharply on the disclosure.
- Class period
- November 4, 2008 to January 29, 2010
- Year
- 2010
Idexx Laboratories Inc., the maker of diagnostics tests for animals, fell the most in more than 14 months in New York after disclosing an investigation by the Federal Trade Commission to determine whether it competed unfairly. The company said on a conference call that the Federal Trade Commission is looking into whether Idexx is engaging in unfair competition. Idexx said it was cooperating with the FTC and confident of its compliance with antitrust laws. Idexx fell $5.48, or 9.5 percent, to $52.49 on Jan. 29, 2010 in Nasdaq Stock Market composite trading, for its biggest decline since November 2008.
- Nasdaq: ISPHMerger & Buyout
Shareholder investigation of Merck's $430 million tender offer for Inspire Pharmaceuticals at $5.00 per share, a 26% premium to the prior closing price.
Merck (NYSE: MRK) is acquiring drug company Inspire Pharmaceuticals Inc. (Nasdaq: ISPH) for $430 million, the companies announced. Under the terms of the agreement, Merck (NYSE: MRK), through a subsidiary, will commence a tender offer for all outstanding common stock of Inspire for $5.00 per share in cash, a 26 percent premium to the closing price of Inspire's common stock on April 4, at $3.98. The transaction has been unanimously approved by the boards of directors of both companies and Inspire's board recommended that the company's shareholders tender their shares pursuant to the tender offer. In addition, Warburg Pincus Private Equity IX, L.P., which owns approximately 28 percent of the outstanding shares of Inspire, has agreed to tender all of its shares into the offer.
- Nasdaq: ISYSMerger & Buyout
Shareholder investigation of Kratos Defense & Security Solutions' cash-and-stock agreement to acquire Integral Systems for consideration worth about $13.00 per share.
Kratos Defense & Security Solutions, Inc. (Nasdaq: KTOS), announced it has entered into a definitive agreement to acquire all of the outstanding stock of Integral Systems, Inc. (Nasdaq: ISYS). Integral Systems is a leading developer and provider of Satellite System Command and Control Software, Signal Monitoring, Telemetry, Interference Identification and Military Range Processing Products and Solutions. Integral Systems' signal processing systems are used by approximately 80 percent of United States' space missions, and Integral's products support approximately 75 percent of commercial geostationary satellite operators. Integral Systems' products, solutions and services help build, maintain and plan for some of United States National Securities' most strategic satellite-based systems. The transaction is expected to be accretive to Kratos' earnings per share, margins and cash flow, excluding transaction and financing related costs.
Pursuant to the terms of the definitive agreement, Kratos will acquire each issued and outstanding share of Integral Systems common stock for $5.00 per share in cash and 0.588 shares of Kratos common stock. The fixed exchange ratio of 0.588 for each share of Integral Systems common stock was determined based on a Kratos per share price of $13.60 which is the 30-day trading average of Kratos common stock. The purchase price per share for Integral Systems common stock represents a total consideration of approximately $13.00 per share based on the 30-day Kratos average stock price.
The completion of the transaction is subject to the approval of the stockholders of both Kratos and Integral Systems. The boards of directors of each of Kratos and Integral Systems have unanimously approved the transaction and have recommended to their respective stockholders to vote in favor of the transaction. Integral System's stockholders who own approximately 12.4 percent of the voting power of Integral Systems and Kratos stockholders who own approximately 5.2 percent of the voting power of Kratos have signed voting agreements and irrevocable proxies to vote in favor of the transaction.
- NYSE: ICOMerger & Buyout
Shareholder investigation of Arch Coal's all-cash agreement to acquire International Coal Group for $14.60 per share, a transaction valued at $3.4 billion.
- Year
- 2011
Arch Coal, Inc. (NYSE: ACI) and International Coal Group, Inc. (NYSE: ICO) ("ICG") announced that they have signed a definitive agreement under which Arch will acquire all of the outstanding shares of ICG for $14.60 per share, in an all-cash transaction valued at $3.4 billion. The combined company will be the second largest U.S. metallurgical coal supplier and a top-five overall global coal producer and marketer. Arch will have a balanced metallurgical ("met") and thermal coal portfolio with unparalleled operational diversification in every major U.S. supply basin and the No. 1 or No. 2 position in each of its three core operating regions
- NYSE: IPGBoard / Regulatory Investigation
Investigation into whether the board of directors of The Interpublic Group of Companies, Inc. breached its fiduciary duties to shareholders or violated the federal securities laws.
The firm is investigating potential claims against the board of directors of The Interpublic Group of Companies, Inc. (NYSE: IPG) concerning whether the board has breached its fiduciary duties to shareholders or violated the federal securities laws.
- Nasdaq: XENTBoard / Regulatory Investigation
Investigation into whether the board of directors of Intersect ENT, Inc. breached its fiduciary duties to shareholders or violated the federal securities laws.
The firm is investigating potential claims against the board of directors of Intersect ENT, Inc. (Nasdaq: XENT) concerning whether the board has breached its fiduciary duties to shareholders or violated the federal securities laws.
- NASDAQ: INXIMerger & Buyout
Shareholder investigation of Presidio's agreement to acquire all of the outstanding common stock of INX Inc. at $8.75 per share.
INX Inc. and Presidio Inc. announced today that they have entered into a definitive agreement, whereby Presidio will acquire all of the outstanding common stock of INX. The transaction is expected to close in early 2012, subject to the receipt of shareholder approval and other customary closing conditions. INX is a publicly traded stock on the NASDAQ exchange. Under the terms of the agreement, INX shareholders will receive $8.75 per share. INX's board of directors has approved the merger agreement and is recommending that INX shareholders adopt the agreement.
- NYSE: IPCMBoard / Regulatory Investigation
Investigation of IPC The Hospitalist Company's board after the Justice Department issued a civil investigative demand and a qui tam complaint was unsealed alleging the company trained and pressured physicians to bill Medicare at inflated levels.
- Year
- 2013
The firm is investigating potential claims against the board of directors of IPC The Hospitalist Company, Inc. (NYSE: IPCM) concerning whether the board has breached its fiduciary duties to shareholders or violated the federal securities laws.
IPC The Hospitalist Company, Inc. (NYSE: IPCM), a Delaware corporation, coordinates the care of hospitalized patients and serves as the inpatient partner of primary care physicians and specialists. The company was formerly known as InPatient Consultants Management, Inc. The company was founded in 1995 and is headquartered in North Hollywood, California.
On June 7, 2010, the Department of Justice, U.S. Attorney's Office for Northern District of Illinois, issued a civil investigative demand to the company, requesting information concerning claims the company had submitted to Medicare and Medicaid. On July 28, 2011, the company disclosed that a qui tam action had been filed against it. On December 5, 2013, the qui tam action was unsealed and the federal government announced that it was intervening in the action.
The qui tam action alleges that IPC encouraged its physicians to bill at the highest levels regardless of the level of service provided, trained physicians to use higher level codes to maximize billing, and that it pressured physicians with lower billing levels to catch up to their peers.
- Nasdaq: IZEABoard / Regulatory Investigation
Investigation into whether the board of directors of IZEA, Inc. breached its fiduciary duties to shareholders or violated the federal securities laws.
The firm is investigating potential claims against the board of directors of IZEA, Inc. (Nasdaq: IZEA) concerning whether the board has breached its fiduciary duties to shareholders or violated the federal securities laws.
- NYSE: KEIMerger & Buyout
Shareholder investigation of Danaher's agreement to acquire Keithley Instruments at $21.60 per share in cash, about $300 million net of cash and a 74.3% premium.
- Year
- 2010
Danaher Corporation (NYSE: DHR) and Keithley Instruments, Inc. (NYSE: KEI) announced that they have entered into a definitive merger agreement whereby Danaher will acquire Keithley for a consideration of $21.60 per share in cash, or $300 million net of cash assumed. The price is a 74.3% premium to the $12.39 closing price on September 28, 2010. Keithley's Board has approved the acquisition. The transaction is expected to close in Q410.
- NYSE: KMGMerger & Buyout
Shareholder investigation of Cabot Microelectronics' cash-and-stock agreement to acquire KMG Chemicals at an implied $79.50 per share, a total enterprise value of about $1.6 billion.
- Year
- 2018
Cabot Microelectronics Corporation (Nasdaq: CCMP), the world's leading supplier of chemical mechanical planarization (CMP) polishing slurries and second largest CMP pads supplier to the semiconductor industry, and KMG Chemicals, Inc. (NYSE: KMG), a global provider of specialty chemicals and performance materials, have entered into a definitive agreement under which Cabot Microelectronics will acquire KMG in a cash and stock transaction with a total enterprise value of approximately $1.6 billion. Under the terms of the agreement, KMG shareholders will be entitled to receive, per KMG share, $55.65 in cash and 0.2000 of a share of Cabot Microelectronics common stock, which represents an implied per share value of $79.50 based on the volume weighted average closing price of Cabot Microelectronics common stock over the 20-day trading period ended on August 13, 2018. The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close near the end of calendar year 2018.
The combined company is expected to have annual revenues of approximately $1 billion and approximately $320 million in EBITDA, including synergies, extending and strengthening Cabot Microelectronics' position as one of the leading suppliers of consumable materials to the semiconductor industry. Additionally, the combined company will be a leading global provider of performance products and services for improving pipeline operations and optimizing throughput.
"We are excited about the combination of two world-class organizations with dedicated and talented employees that provide innovative, high quality solutions to solve our customers' most demanding challenges," said David Li, President and CEO of Cabot Microelectronics. "KMG's industry-leading electronic materials business is highly complementary to our CMP product portfolio, while its performance materials business broadens our product offerings into the fast-growing industry for pipeline performance products and services. We welcome KMG's employees to our team and look forward to our future together as one company."
Chris Fraser, KMG Chairman and CEO, said, "This is an outstanding combination, bringing together two leading companies that will benefit from increased size, scale and geographic reach. For KMG shareholders, this transaction creates significant and immediate value while also providing participation in the future growth of the combined company. Thanks to the dedication and hard work of KMG employees around the world, KMG has achieved significant progress over the past several years, and I am confident that Cabot Microelectronics will continue to build on this success to further enhance value for our shareholders."
Transaction Highlights
The purchase price represents a total enterprise value for KMG of approximately $1.6 billion, inclusive of KMG's net debt, or approximately 10.9x KMG's estimated FY18 adjusted EBITDA post $25 million of estimated annual cost synergies.
Under the terms of the transaction, KMG shareholders will receive a combination of $55.65 in cash and 0.2000 shares of Cabot Microelectronics common stock per share of KMG common stock.
The transaction is expected to be significantly accretive to Cabot Microelectronics' free cash flow and accretive to adjusted earnings per share in year one, excluding any acquisition and integration related costs. Cabot Microelectronics expects to achieve $25 million of annual run-rate cost synergies within the first two years after closing the transaction.
The transaction is subject to the satisfaction of customary closing conditions, including HSR clearance and approval by KMG shareholders. Cabot Microelectronics expects to finance the cash portion of the transaction consideration through a combination of existing cash and additional debt supported by commitments from its key lenders.
After the close of the transaction, it is intended that Mr. Fraser becomes an advisor to Cabot Microelectronics during the integration. His extensive experience across the electronic chemicals and performance materials industries is expected to benefit the combined company with its integration efforts, customer and supplier relationships, and revenue expansion.
Cabot Microelectronics has retained Goldman Sachs & Co. LLC as its financial advisor and Wachtell, Lipton, Rosen & Katz as its legal counsel in the proposed transaction.
KMG is advised in the transaction by KeyBanc Capital Markets Inc. as financial advisor with Shearman & Sterling LLP and Haynes and Boone, LLP as legal counsel.
The transaction will be supported by committed financing led by J.P. Morgan, Bank of America, and Goldman Sachs & Co. LLC.
- Nasdaq: KOSSSecurities Class Action
Securities class action alleging Koss Corporation's reported financials concealed an embezzlement scheme exceeding $31 million. The company dismissed its auditors and said results for fiscal 2005 through 2009 could no longer be relied upon.
- Class period
- July 12, 2005 to December 21, 2009
- Court
- U.S. District Court for the Eastern District of Wisconsin
- Year
- 2009
A class action lawsuit has been filed in the United States District Court for the Eastern District of Wisconsin on behalf of a class consisting of all persons or entities who purchased the securities of Koss Corporation (Nasdaq: KOSS) between July 12, 2005 and December 21, 2009, inclusive (the "Class Period"). The Complaint charges Koss and certain of the Company's current and former executive officers with violations of federal securities laws. Koss designs, manufactures and markets high-fidelity stereophones, computer headsets, speaker-phones, telecommunications headsets, active noise canceling stereophones, wireless stereophones and compact disc recordings of American Symphony Orchestras on the Koss Classics label. The Complaint alleges that throughout the Class Period defendants knew or recklessly disregarded that their public statements concerning Koss's financial performance were materially false and misleading. Specifically, defendants made false and/or misleading statements and/or failed to disclose: (1) that certain Company employees had devised and carried out a scheme to defraud investors and divert Company funds potentially exceeding $31 million; (2) that the Company's financial statements and corporate bank account balances had been manipulated to conceal the diversion of corporate funds; (3) that, as a result, the Company's financial results were overstated during the Class Period; (4) that the Company's financial results were not prepared in accordance with Generally Accepted Accounting Principles ("GAAP"); (5) that the Company lacked adequate internal and financial controls; and (6), as a result of the above, that the Company's financial statements were materially false and misleading at all relevant times.
On December 21, 2009, Koss shocked investors when it announced that NASDAQ halted trading of Koss stock at the Company's request after it discovered certain unauthorized transactions at the Company, and the Board of Directors had appointed a special committee of independent directors to lead an internal investigation to determine the effect of the transactions on Koss's financial statements.
On December 24, 2009, the Company announced that its Principal Accounting Officer had been terminated and two members of its accounting staff who served under her had been placed on unpaid administrative leave. Thereafter, the Company announced that its internal investigation had been expanded to include the fiscal year 2005 and preliminary estimated that the amount of the transactions had exceeded $31 million. Koss further announced that it had dismissed Grant Thornton LLP as its independent auditors, and its previously issued financial statements for the fiscal years ended June 30, 2005 through 2009 and the three months ended September 30, 2009, should no longer be relied upon due to the unauthorized financial transactions.
On January 11, 2010, when trading in Koss stock resumed, shares of the Company's stock declined $1.32 per share, approximately 24%, to close on January 11, 2010, at $4.19 per share, on unusually heavy volume
- NYSE Amex: LBMerger & Buyout
Shareholder investigation of Ducommun's agreement to acquire LaBarge at $19.25 per share in cash, a transaction valued at about $340 million.
LaBarge, Inc. (NYSE Amex: LB), a provider of electronics manufacturing services (EMS), and Ducommun Incorporated (NYSE: DCO), a provider of engineering and manufacturing services to the aerospace and defense industry, announced that they have entered into a definitive agreement under which Ducommun will acquire LaBarge for a purchase price of $19.25 per share in cash. The transaction is valued at approximately $340 million, including debt assumed and net of cash acquired. The acquisition requires LaBarge stockholder approval and is subject to customary closing conditions. The transaction is expected to be completed in late June 2011. Certain officers and directors have agreed to vote a number of common shares representing approximately 19 percent of the voting power of the Company in favor of the merger. Once the transaction is completed, LaBarge will be combined with Ducommun's Technologies subsidiary, which will be renamed Ducommun LaBarge Technologies. The unit will be led by a senior team of individuals from both entities with LaBarge's chief operating officer, Randy Buschling, serving as senior vice president of the division.
- Nasdaq: LWSNMerger & Buyout
Shareholder investigation of Lawson Software's agreement to sell itself to Golden Gate Capital and Infor for $11.25 per share in cash, about $2 billion.
- Year
- 2011
Lawson Software Inc., agreed to sell itself to private-equity firm Golden Gate Capital Corp. and software developer Infor for about $2 billion. Stockholders of Lawson will receive $11.25 a share in cash. The stock had risen to $12.13 as of 4-25-11 after the St. Paul, Minnesota-based company disclosed on March 11 it was in discussions with Golden Gate and Infor about an unsolicited bid of $11.25 a share. Golden Gate is expanding its backing for Infor, which develops programs used by manufacturers and distributors, to help it compete with software makers such as SAP AG and Oracle Corp. Lawson makes programs used by companies including Safeway Inc. and Volvo AB. It had about 3,900 employees as of May 2010 and makes money by licensing its software and by providing customer support and maintenance and consulting services.
The price is 19 percent more than Lawson's $9.46 average closing price in the 90 days before the March announcement. The sale values Lawson at 12 times its earnings before interest, taxes, depreciation and amortization for the 12 months ended Feb. 28, according to the statement. The buyers of more than 500 U.S. providers of enterprise software and services over the past five years paid an average premium of about 20 percent, compared with the average price of 20 trading days before the deal's announcement, according to Bloomberg data. The price for 12 of those deals was a median 16 times the target's Ebitda.
- Nasdaq: LHCGSecurities Class Action
Securities class action alleging LHC Group manipulated the number of Medicare home-health therapy visits to maximize reimbursement, a practice highlighted in a Senate Finance Committee report.
- Class period
- July 30, 2008 to October 26, 2011
- Court
- U.S. District Court for the Western District of Louisiana
- Year
- 2011
A class action lawsuit has been filed in the United States District Court for the Western District of Louisiana on behalf of a class (the "Class") of purchasers of LHC Group, Inc. (Nasdaq: LHCG) common stock between July 30, 2008 and October 26, 2011 (the "Class Period"). The complaint alleges violations of the Securities Exchange Act of 1934.
The securities class action charges LHC and certain of its officers and directors with violations of the Exchange Act. The Company, together with its subsidiaries, provides post-acute health care services primarily to Medicare beneficiaries throughout the United States. LHC is headquartered in Lafayette, Louisiana.
The complaint filed in the action alleges that, throughout the Class Period, the Defendants issued materially false and misleading statements regarding the Company's business and prospects. Specifically, the complaint alleges that the Defendants failed to disclose that the reported growth in LHC's home-based healthcare segment during the Class Period was created, in large part, by the Company engaging in a pattern of practice designed to achieve the most profitable number of therapy visits under the Medicare home health program, manipulating the number of patient visits, regardless of patient need, to maximize revenue.
The complaint alleges that the truth began to come to light on May 12, 2010, when LHC announced that the Company received a letter from the Senate Finance Committee asking LHC to respond to questions regarding therapy utilization in prior years. It is alleged that this partial disclosure caused LHC's stock price to sharply decline, removing some of the stock inflation. Then, following the Company's July 13, 2010 announcement that it had received a request from the Securities and Exchange Commission to preserve all documents relating to LHC's Medicare reimbursement practices, the Company's stock fell further on heavy trading volume. The complaint alleges that this decrease in the price of LHC's stock was a result of some of the artificial inflation caused by Defendants' misleading statements coming out of the price.
On October 3, 2011, the Senate Committee released a report on its investigation that found that LHC and two other home health care companies engaged in practices that "at best represent abuses of the Medicare home program" and "[a]t worst, they may be examples of for-profit companies defrauding the Medicare home health program at the expense of taxpayers." That day, the price of LHC shares fell $1.42 per share, or 8.3%, to close at $15.64. Finally, on October 26, 2011, LHC disclosed that the Company was lowering its earnings forecast, in part because of a payment to the federal government to settle an inquiry into whether LHC improperly billed for home health services that were medically unnecessary. On this news, LHC's stock price fell an additional 15% in a single trading session.
- NYSE: LTDSecurities Class Action
Securities class action alleging Limited Brands concealed warehouse and technology problems that were damaging its results, leading to a cut in its 2008 guidance.
- Class period
- August 22, 2007 to February 28, 2008
- Court
- U.S. District Court for the Southern District of Ohio
- Year
- 2008
A class action has been filed in the United States District Court for the Southern District of Ohio on behalf of purchasers of Limited Brands, Inc. (NYSE: LTD) common stock during the period of August 22, 2007 through February 28, 2008, inclusive (the "Class Period"), for violations of the Securities Exchange Act of 1934 (the "Exchange Act"). The complaint charges Limited Brands and certain of its officers and directors with violations of the Exchange Act. Limited Brands is a specialty retailer of women's intimate and other apparel, beauty and personal care products and accessories under various trade names, including Victoria's Secret. The Company sells merchandise through retail stores, which are primarily mall-based, in the United States and Canada, and through websites and catalogues.
The complaint alleges that, throughout the Class Period, defendants made numerous positive statements regarding the Company's financial condition, business and prospects. The complaint further alleges that these statements were materially false and misleading when made because defendants failed to disclose adverse events surrounding the development of a new warehouse and certain technology.
On February 27, 2008, Limited Brands issued a press release reporting fourth quarter and full year 2007 earnings. This press release significantly lowered the Company's previously issued guidance for 2008. In response to the announcement, the price of Limited Brands common stock fell from $17.82 on February 27, 2008 to $15.85 on February 28, 2008 on heavy trading volume.
- NYSE: LINCSecurities Class Action
Securities class action alleging Lincoln Educational Services misled investors about its student recruiting practices. The shares fell about 20% on August 5, 2010 after a GAO report on for-profit college recruiting.
- Class period
- March 3, 2010 to August 5, 2010
- Court
- U.S. District Court for the District of New Jersey
- Year
- 2010
A class action has been filed in the United States District Court for the District of New Jersey on behalf of purchasers of Lincoln Educational Services Corporation (NYSE: LINC) common stock during the period March 3, 2010 and August 5, 2010 (the "Class Period"). Lincoln and certain of its officers are charged with making a series of materially false and misleading statements related to the Company's business and operations in violation of the Securities Exchange Act of 1934.
The complaint alleges that despite extensive positive statements by defendants in press releases and SEC filings during the Class Period regarding the Company's operational performance and future growth projections, including revenue growth of between 13% and 15% for 2010, these statements were false because: (1) defendants had propped up the Company's results by fraudulently inducing students to enroll in Lincoln's scholastic and educational programs and engaged in other manipulative recruiting tactics; (2) defendants had materially overstated the Company's growth prospects by failing to properly disclose that defendants had engaged in illicit and improper recruiting activities, which also had the effect of artificially inflating the Company's reported results and future growth prospects; and (3) Lincoln did not maintain adequate systems of internal operational or financial controls, which would have permitted Lincoln's reported operational statements and foreseeable growth prospects to be true, accurate or reliable.
It was only on August 5, 2010 that investors finally began to learn the truth about Lincoln after the United States General Accounting Office ("GAO") issued a report that concluded that for-profit educational institutions like Lincoln had engaged in an illegal and fraudulent course of action designed to recruit students and over-charge the federal government for the cost of such education. Following these disclosures, shares of the Company collapsed -- falling over $4.30, or 20% in a single trading day, on unusually high trading volume.
- Nasdaq: LOGISecurities Class Action
Securities class action alleging Logitech concealed a glut of channel inventory and weakening demand in Europe. The stock fell about 19% after the company cut its fiscal 2011 guidance.
- Class period
- October 28, 2010 to April 1, 2011
- Court
- U.S. District Court for the Southern District of New York
- Year
- 2011
A class action lawsuit has been filed in the United States District Court for the Southern District of New York on behalf of purchasers of Logitech International SA ("Logitech" or the "Company") (NASDAQ: LOGI) common stock between October 28, 2010 and April 1, 2011, inclusive (the "Class Period"), seeking to pursue remedies under the Securities Exchange Act of 1934 (the "Exchange Act"). The complaint charges Logitech and certain of its officers and directors with violations of the Exchange Act. Logitech engages in the development and marketing of products in PC navigation, Internet communications, digital music, home-entertainment control, gaming, and wireless devices.
The complaint alleges that, throughout the Class Period, defendants failed to disclose material adverse facts about the Company's true financial condition, business and prospects. Specifically, the complaint alleges: (a) that the Company's distributors were overstocked with inventory of certain product lines; (b) that the Company's pricing and promotional activity was not operating according to plan; (c) that demand for the Company's products in the Europe, Middle East and Africa markets was significantly declining far below internal expectations; and (d) as a result of the foregoing, defendants' positive statements about the Company were lacking in a reasonable basis of fact and were materially false and misleading when made.
On March 31, 2011, after the close of the market, Logitech issued a press release announcing that it had "lowered its full-year outlook for Fiscal Year 2011, ending March 31, 2011. The company now expects FY 2011 sales in the range of $2.35 to $2.37 billion, down from the previous range of $2.4 to $2.42 billion. FY 2011 operating income is now expected to be in the range of $140 to $150 million, down from the previous range of $170 to $180 million." In response to this announcement, on April 1, 2011, the price of Logitech stock declined from $18.13 per share to $14.71 per share, or 19%, on extremely heavy trading volume.
- NYSE: LFTSecurities Class Action
Securities class action alleging Longtop Financial's reported results were fraudulent, as flagged in a Citron Research report. Deloitte resigned as auditor, the SEC opened an inquiry and trading in the shares was halted.
- Class period
- June 29, 2009 to April 25, 2011
- Court
- U.S. District Court for the Central District of California
- Year
- 2011
A class action lawsuit has been filed in the United States District Court for the Central District of California, on behalf of investors who purchased the common stock of Longtop Financial, Inc. (NYSE: LFT) between June 29, 2009 and April 25, 2011, inclusive (the "Class Period"). The Complaint asserts violations of the federal securities laws against Longtop and its officers and directors for misrepresenting the true financial condition of the Company and failing to disclose material related party transactions during the Class Period. Beginning on April 26, 2011 a series of reports issued by Citron Research and others exposed potential accounting fraud and nondisclosure of related party transactions at Longtop.
On May 17, 2011 a trading halt was instituted on Longtop's common stock. On May 23, 2011 Longtop issued a press release announcing, among other things, (1) the resignation of its auditor, Deloitte Touche Tohmatsu CPA Ltd. ("DTT"); (2) the resignation of Longtop's Chief Financial Officers; (3) the initiation of an SEC inquiry; (4) and the initiation of an independent investigation. According to the announcement, DTT was resigning because of "(1) the recently identified falsity of the Company's financial records in relation to cash at bank and loan balances (and possibly in sales revenue); (2) the deliberate interference by certain members of Longtop management in DTT's audit process; and (3) the unlawful detention of DTT's audit files."
DTT also stated that it "was no longer able to rely on management's representations in relation to prior period financial reports, that continued reliance should not longer be placed on DTT's audit reports on the previous financial statements, and DTT declined to be associated with any of the Company's financial communications in 2010 and 2011.
- Nasdaq: LOOPMerger & Buyout
Shareholder investigation of CoStar Group's agreement to acquire LoopNet for $16.50 in cash plus 0.03702 CoStar shares per LoopNet share, an equity value of roughly $860 million.
- Year
- 2011
CoStar Group, Inc. (Nasdaq: CSGP), the leading commercial real estate information company announced the signing of a definitive agreement to acquire LoopNet, Inc. (Nasdaq: LOOP), the leading online commercial real estate marketplace. Pursuant to the merger agreement, LoopNet shareholders will receive $16.50 in cash and 0.03702 shares of CoStar Group common stock for each share of LoopNet common stock, representing a total equity value of approximately $860 million and an enterprise value of $762 million. The boards of directors of both companies have unanimously approved the transaction which is expected to close by the end of 2011.
The transaction represents a premium of 31% to LoopNet's closing price on Tuesday, April 26, 2011. Following the transaction, LoopNet equity holders will own approximately 8.5% of CoStar shares outstanding on a fully diluted basis. Holders of 32% of the LoopNet shares outstanding on an as-converted basis have signed a voting agreement in support of the deal. CoStar has received a commitment letter from J.P. Morgan for a fully committed term loan of $415 million and a $50 million revolving credit facility, of which $37.5 million are committed, which will be available, subject to customary conditions, to fund the acquisition and the ongoing working capital needs of CoStar and its subsidiaries following the transaction. The transaction is subject to customary closing conditions, including approval by the shareholders of LoopNet and antitrust clearance. The transaction is not subject to a financing condition.
- NASDAQ: MGNXSecurities Class Action
Securities class action alleging MacroGenics concealed unfavorable progression-free and overall survival data from the Phase III SOPHIA trial of margetuximab.
- Class period
- February 6, 2019 to June 3, 2019
- Court
- U.S. District Court for the District of Maryland
- Year
- 2019
A class action has been filed in the United States District Court for the District of Maryland on behalf of purchasers of MacroGenics, Inc. (NASDAQ:MGNX) common stock during the period between February 6, 2019 and June 3, 2019 (the "Class Period").
The complaint charges MacroGenics and certain of its officers and directors with violations of the Securities Exchange Act of 1934. MacroGenics is a clinical stage biopharmaceutical company focused on the development of antibody-based therapeutics designed to control the human immune response for the treatment of cancer in the United States. Its pipeline of immuno-oncology product candidates includes margetuximab, an investigational monoclonal antibody that targets the HER2 oncoprotein. HER2 is expressed by tumor cells in breast, gastroesophageal and other solid tumors. The SOPHIA study is a randomized, open-label Phase III clinical trial evaluating margetuximab plus chemotherapy compared to trastuzumab plus chemotherapy in patients with HER2-positive metastatic breast cancer.
The complaint alleges that throughout the Class Period, defendants violated the federal securities laws by disseminating false and misleading statements to the investing public and/or failing to disclose adverse facts pertaining to the Company's Phase III SOPHIA trial. Specifically, defendants concealed material information and/or failed to disclose that: (a) the Company had conducted the progression-free survival ("PFS") and first interim overall survival ("OS") analyses for the SOPHIA trial by no later than October 10, 2018; (b) the October 2018 PFS analysis showed a 0.9 month improvement in PFS; and (c) the October 2018 OS interim analysis did not produce a statistically significant result and the interim OS Kaplan-Meier curves (a non-parametric statistic used to estimate the survival function from lifetime data) crossed in several spots (thereby violating the constant hazard assumption) and separated late. As a result of this information being withheld from the market, MacroGenics common stock traded at artificially inflated prices during the Class Period, reaching a high of $25.60 per share on February 6, 2019.
On May 13, 2019, the American Society of Clinical Oncologists ("ASCO") posted the SOPHIA study abstract on the Internet. The abstract disclosed that the October 2018 PFS analysis resulted in a 0.9 month improvement in PFS. As a result of this news, the price of MacroGenics common stock dropped $1.17 per share, to close at $16.25 per share on May 13, 2019, a decline of 7%.
Then on June 4, 2019, during the ASCO annual meeting, the Company disclosed additional data for the SOPHIA trial. In its presentation, MacroGenics revealed that it had conducted the PFS and OS analyses in October 2018, and the OS analyses for the SOPHIA trial demonstrated Kaplan-Meier curves crossing at several spots with late separation. As a result of this news, the price of MacroGenics common stock dropped 17%, or $3.13 per share, to close at $15.58 per share on June 4, 2019.
- NYSE: MXSecurities Class Action
Securities class action alleging MagnaChip Semiconductor improperly recognized revenue on sales to distributors, leading to a restatement of its 2011 through 2013 results.
- Class period
- January 30, 2013 to March 11, 2014
- Court
- U.S. District Court for the Northern District of California
- Year
- 2014
A class action has been filed in the United States District Court for the Northern District of California on behalf of purchasers of common stock of MagnaChip Semiconductor Corporation ("MagnaChip" or the "Company") (MX) between January 30, 2013 and March 11, 2014, inclusive (the "Class Period").
On January 27, 2014, MagnaChip announced that it would postpone its fourth quarter 2013 earnings release to provide additional time for MagnaChip to complete a review of its financial results. As a result of this news, MagnaChip stock dropped 13% down to $15.27 per share on January 28, 2014. Then, on March 11, 2014, MagnaChip disclosed that its Audit Committee had found material weaknesses in internal controls over financial reporting and other accounting improprieties relating to MagnaChip's recognition of revenue on sales to distributors. As a result, the Company stated that it would be required to restate its financial results for 2011, 2012 and 2013. As a result of this news, MagnaChip's stock dropped another 13% down to $12.50 per share.
- NYSE: MEEMerger & Buyout
Shareholder investigation of Alpha Natural Resources' $7.1 billion cash-and-stock takeover of Massey Energy, a bid worth about $69.33 per share made in the aftermath of the Upper Big Branch mine disaster.
- Year
- 2011
Massey Energy Co., struggling with losses after an explosion that killed 29 workers at a West Virginia coal mine last spring, agreed to be taken over by Alpha Natural Resources Inc. Alpha is paying $7.1 billion in cash and stock for Massey, the nation's fourth-largest coal producer by revenue. Massey operates 19 mining complexes in Virginia, West Virginia and Kentucky including the Upper Big Branch mine where the April 5 disaster occurred. Alpha is offering 1.025 share of its stock for each share of Massey, plus $10 per share in cash. Together, that represents a bid of $69.33 per share, a 21 percent premium over Massey's closing share price Friday, Jan. 28, 2011.
- Nasdaq: MTCHSecurities Class Action
Securities class action filed after the Federal Trade Commission sued Match.com over the use of fake love-interest advertisements and obstacles placed in the way of cancelling subscriptions.
- Class period
- August 6, 2019 to September 25, 2019
- Court
- U.S. District Court for the Northern District of Texas
- Year
- 2019
A class action lawsuit has been filed in the United States District Court for the Northern District of Texas, of purchasers of Match Group, Inc. (Nasdaq: MTCH) securities during August 6, 2019 thru September 25, 2019, (the "Class Period").
On September 25, 2019, The Federal Trade Commission ("FTC") announced that it had sued Match.com for, among other things, using artificial love interest ads to deceive consumers into buying or upgrading subscriptions, failing to resolve disputed charges, and intentionally making it difficult to cancel subscriptions.
On this news, the Company's share price fell $1.39 per share, or nearly 2%, to close at $71.44 per share on September 25, 2019, thereby injuring investors.
The complaint filed in this class action alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company's business, operations, and prospects. Specifically, Defendants failed to disclose to investors: (1) that the Company used fake love interest ads to convince customers to buy and upgrade subscriptions; (2) that the Company made it difficult and confusing for consumers to cancel their subscriptions; (3) that, as a result, the Company was reasonably likely to be subject to regulatory scrutiny; (4) that the Company lacked adequate disclosure controls and procedures; and (5) that, as a result of the foregoing, Defendants' positive statements about the Company's business, operations, and prospects, were materially misleading and/or lacked a reasonable basis.
- NASDAQ: MXWLBoard / Regulatory Investigation
Investigation of Maxwell Technologies over Foreign Corrupt Practices Act violations involving payments routed to Chinese state-owned customers, resolved in roughly $15 million of Justice Department and SEC settlements.
- Class period
- Purchases prior to May 5, 2009
- Year
- 2009
Maxwell, a Delaware corporation with its principal executive offices located in San Diego, California, develops, manufactures and markets energy storage and power delivery products (such as high-voltage capacitors). As a result of Maxwell's international operations, the Company is subject to the U.S. Foreign Corrupt Practices Act ("FCPA"), which prohibits companies from making improper payments to foreign officials for the purpose of obtaining or keeping business.
According to the Department of Justice, Maxwell Technologies, paid almost $15m to settle both criminal and civil charges of giving bribes to win sales of its electric utility infrastructure to Chinese state-owned enterprises by inflating contract prices to cover the cost. Maxwell disclosed that an internal investigation had been conducted, and provided information and documents to the SEC and the DOJ, about "commissions" paid to a sales representative in connection with the sale of its products in China. As detailed by the Company, "these payments equaled the difference between the quoted price for certain products and the amount that the independent sales agent was able to sell such products to certain customers in China. These payments had previously been recorded as commissions; however, a portion of those payments may actually have been rebated directly or indirectly to customers" in violation of the FCPA. The Company has reported that it had accrued an initial amount of $9.3 million for the potential settlement of the regulatory investigations. As a result of this accrual the Company was forced to report a net loss of $10 million for its recently closed 4Q 2009. The Company has also stated that it estimates the settlement range for its FCPA violations and the resulting investigations to be between $10, 20 million.
- Nasdaq: MSSRMerger & Buyout
Shareholder investigation of Landry's cash tender offer for McCormick & Schmick's Seafood Restaurants at $8.75 per share, a total equity value of about $131.6 million.
- Year
- 2011
McCormick & Schmick's Seafood Restaurants, Inc. announced that it has signed a definitive agreement with Landry's, Inc. whereby Landry's MSA Co., Inc., a subsidiary of Landry's, will acquire all of the outstanding shares of McCormick & Schmick's for $8.75 per share in cash, for a total equity value of approximately $131.6 million. Landry's will finance the transaction through a combination of cash and debt, for which it has arranged financing, and expects to close the transaction in late December 2011 or early January 2012.
Under the terms of the agreement, which has been unanimously approved by the McCormick & Schmick's Board of Directors, Landry's will commence a tender offer no later than 10 business days from the date hereof for all outstanding common stock of McCormick & Schmick's for $8.75 in cash. The consideration represents a premium of approximately 29% to McCormick & Schmick's closing stock price on Monday, November 7, 2011, and a premium of approximately 31% to the average 90 day trading price of $6.69.
- Nasdaq: MDNUMerger & Buyout
Shareholder investigation of Danone North America's agreement to acquire Medical Nutrition USA at $4.00 per share in cash, about $62.3 million and a 44% premium.
- Year
- 2010
Medical Nutrition USA, Inc. (Nasdaq: MDNU) today announced that it has entered into a definitive merger agreement with Danone North America, Inc. ("Danone"), under which Danone will acquire all the outstanding shares of MNI for $4.00 per share in cash, in a transaction valued at approximately $62.3 million.
Under the terms of the merger agreement, a wholly owned subsidiary of Danone will merge into MNI, with MNI as the surviving corporation, and each outstanding share of common stock of MNI (other than dissenting shares) will be converted into the right to receive $4.00 per share, in cash. This price represents a premium of 44% over the closing share price of MNI's common stock on June 10, 2010. The Board of Directors of MNI has unanimously approved the merger. In addition, holders of shares of MNI common stock constituting a majority of MNI's outstanding shares have executed and delivered to MNI written consents adopting the merger agreement, as a result of which the required stockholder approval of the merger has been obtained and no further action by MNI stockholders is required in connection with the transaction.
- NASDAQ: MDVNSecurities Class Action
Securities class action alleging Medivation overstated the efficacy of its Alzheimer's drug candidate Dimebon. The stock fell about 67% in a single day on March 3, 2010.
- Class period
- July 17, 2008 to March 2, 2010
- Court
- U.S. District Court for the Northern District of California
- Year
- 2010
A class action lawsuit has been filed in the United States District Court for the Northern District of California on behalf of purchasers of Medivation, Inc. (NASDAQ: MDVN) common stock during the period between July 17, 2008 and March 2, 2010, inclusive (the "Class Period"). The complaint charges Medivation and certain of its officers and directors with violations of the Securities Exchange Act of 1934. Medivation is a biopharmaceutical company which focuses on the development of small molecule drugs for the treatment of Alzheimer's disease, Huntington's disease, and castration-resistant prostate cancer.
The complaint alleges that during the Class Period, defendants made false and misleading statements regarding the Company's drug Dimebon. Specifically, throughout the Class Period, defendants violated the federal securities laws by disseminating false and misleading statements to the investing public about the effectiveness of Dimebon as a treatment for Alzheimer's disease, making it impossible for shareholders to gain a meaningful or realistic understanding of the drug's progress toward FDA approval and market success. Then, on March 3, 2010, before the market opened, defendants were forced to publicly disclose that Dimebon did not meet primary and secondary goals in a Phase 3 trial for patients with mild to moderate Alzheimer's disease. As a result of this news, Medivation's stock plummeted $27.15 per share to close at $13.10 per share on March 3, 2010, a one-day decline of 67% on volume of 45 million shares.
- NYSE: MDPSecurities Class Action
Securities class action alleging Meredith misled investors about the fair value and integration of the assets it acquired from Time Inc. The stock fell more than 20% on September 5, 2019.
- Class period
- January 31, 2018 to September 5, 2019
- Court
- U.S. District Court for the Southern District of Iowa
- Year
- 2019
A class action has been filed in the United States District Court for the Southern District of Iowa on behalf of purchasers of Meredith Corporation (NYSE:MDP) securities during the period between January 31, 2018 and September 5, 2019 (the "Class Period").
The complaint charges Meredith and certain of its officers and/or directors with violations of the Securities Exchange Act of 1934. Meredith is a media company that operates national media and local media business segments over print, digital, mobile, video, and broadcast television. On January 31, 2018, Meredith announced it had completed the acquisition of Time, Inc. for $2.8 billion.
The complaint alleges that during the Class Period, defendants issued materially false and misleading statements and/or failed to disclose adverse information regarding the Company's business and operations. Specifically, defendants failed to disclose: (i) that the Company's financial reporting was deficient in its controls for establishing the fair value of the assets and liabilities that Meredith had acquired from Time; (ii) that integrating Time's assets and elevating advertising revenue from the print and digital performance of Time's assets would occur over a series of years and require additional investment spending; and (iii) that the substantial number of low-margin magazine subscriptions inside the legacy Time brands would require additional investment spending. As a result of this information being withheld from the market, Meredith securities traded at artificially inflated prices during the Class Period.
Then on September 5, 2019, when Meredith announced its fourth quarter and full year 2019 financial results, it admitted that it had "taken longer than [it] initially expected to elevate the print and digital performance of the Time Inc. assets," and that "comparable advertising performance lagged Meredith's expectations in the first half of fiscal 2019." In a conference call the same day, the Company's CEO explained that due to the underperformance of the Time assets, Meredith had significantly missed its previously announced guidance. On this news, the price of Meredith stock fell more than 20%, to close at $33.68 per share on September 5, 2019.
- NASDAQ: MNDOSecurities Class Action
Securities class action alleging MIND C.T.I. reported as cash roughly $23 million of illiquid auction rate securities, forcing a restatement.
- Class period
- June 8, 2006 to February 27, 2008
- Court
- U.S. District Court for the Southern District of New York
- Year
- 2008
A class action lawsuit was filed in the United States District Court for the Southern District of New York against MIND C.T.I., Ltd. (NASDAQ: MNDO). The complaint alleges violations of federal securities laws, Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5, as more specifically set forth below. The class period is from June 8, 2006 through February 27, 2008. Plaintiff's Complaint alleges that Defendants' material omissions and dissemination of materially false and misleading statements concerning the Company's financial condition, cash management and internal controls caused the Company's stock price to become artificially inflated, inflicting damages on investors. MIND engages in the development, manufacture and marketing of billing and customer care software and the sale of related services for various types of communication providers, including traditional cable and wireless, Internet protocol or VOIP and broadband IP network operators. The Complaint alleges that Defendants knew or recklessly disregarded and concealed from the investing public that: (a) most of MIND's reported cash position comprised illiquid Auction Rate Securities ("ARSs"), and (b) internal controls over the monitoring, accounting and reporting of the Company's investment in cash equivalents and/or short-term investments were materially deficient.
The Complaint further alleges that Defendants misrepresented the Company's liquidity and its ability to attract customers, finance current operations, and pursue strategic acquisitions. In a Form 20-F filed with the SEC, Defendants later admitted that because "the stated maturity of these securities is 2046" and "there is currently a very limited market for these auction rate securities... this situation leaves us with limited cash resources with which to pursue our acquisition strategy." Defendants ultimately restated the Company's financial statements for 2006, and disclosed that almost $23 million of the Company's originally reported $27 million liquid cash position was invested in highly illiquid ARSs. Defendants also admitted that, "In connection with restatement, management determined that a material weakness in internal control over financial reporting existed as of December 31, 2006 because at that time we did not have effective controls designed and in place to ensure that our investments were classified in accordance with generally accepted accounting principles."
- NYSE: MBSecurities Class Action
Securities class action alleging MINDBODY deliberately issued disappointing guidance to depress its share price and justify Vista Equity Partners' $36.50 per share take-private, and that the merger proxy omitted strong fourth-quarter results.
- Class period
- November 7, 2018 to February 15, 2019
- Court
- U.S. District Court for the Southern District of New York
- Year
- 2019
A class action has been filed in the United States District Court for the Southern District of New York on behalf of purchasers of MINDBODY, Inc. (NYSE: MB) securities during the period between November 7, 2018 to February 15, 2019, (the "Class Period").
The MINDBODY class action lawsuit alleges that, on November 6, 2018, defendants intentionally issued disappointing guidance for MINDBODY's 2018 fourth quarter in order to artificially depress the price of MINDBODY's stock, attributing the lowered guidance to integration issues with MINDBODY's early 2018 acquisitions. The market, which had previously been informed that the integrations were on track, reacted poorly, causing the price of MINDBODY Class A common stock to fall by approximately 20% on November 7, 2018.
On December 24, 2018, defendants announced that MINDBODY's Board had approved a merger agreement with Vista. Pursuant to the agreement, holders of MINDBODY common stock would receive $36.50 in cash for each share owned, with Vista taking MINDBODY private upon completion. Defendants touted this as a 68% premium to MINDBODY's December 21, 2018 closing price, which was still depressed by the surprising and suspiciously timed negative guidance issued on November 6, 2018. However, unknown to MINDBODY investors, by January 18, 2019, defendants knew that MINDBODY's fourth quarter 2018 results had materially exceeded not only current analyst estimates, but also those estimates issued prior to the disappointing November 6, 2018 guidance.
During January and February 2019, defendants issued proxy materials urging MINDBODY shareholders to vote "FOR" the transaction, touting the price of $36.50 per share as a substantial premium for MINDBODY shareholders. These proxy materials, however, failed to include information regarding MINDBODY's "meaningful" fourth quarter 2018 results, disclosure of which was necessary for investors to make an informed decision regarding the proposed transaction. As a consequence, on February 14, 2019, MINDBODY shareholders approved the transaction and received $36.50 per share for each MINDBODY share owned. As a result of these material misrepresentations and omissions, MINDBODY shareholders were misled into selling their shares for less than the fair value of the shares, which was greater than $36.50 per share.
- NYSE: MGISecurities Class Action
Securities class action on behalf of investors in MoneyGram's April 2014 secondary offering, alleging the offering documents concealed Walmart's entry into the money-transfer market. The shares fell nearly 29%.
- Class period
- Shares purchased pursuant to the secondary public offering completed on or around April 2, 2014
- Court
- U.S. District Court for the District of Delaware
- Year
- 2014
A class action has been commenced in the United States District Court for the District of Delaware on behalf of purchasers of MoneyGram International, Inc. (NYSE: MGI) common stock who purchased or otherwise acquired shares pursuant to MoneyGram's secondary public offering completed on or around April 2, 2014 (the "Offering").
The lawsuit focuses on whether the Company and its executives violated federal securities laws by issuing misleading statements and/or failed to disclose material adverse information in offering documents filed with the U.S. Securities and Exchange Commission regarding the possibility of Walmart entering the money transfer business and the consequences it would have on the Company.
Specifically, the lawsuit alleges that the false nature of the Offering Documents was revealed approximately two weeks following the closing of the Offering, which is when Walmart, on April 17, 2014, announced that it would launch its own money transfer product in U.S. locations on April 24, 2014.
On this news, MoneyGram's share price declined over the course of several days from a closing price of $17.99 on April 16, 2014 to a closing price of $12.80 on April 21, 2014, a $5.19 or a 28.85% drop.
- Nasdaq: MYGNSecurities Class Action
Securities class action alleging Myriad Genetics promoted its GeneSight test without sufficient evidence of its validity. The FDA demanded changes and the stock fell about 43%.
- Class period
- September 2, 2016 to August 13, 2019
- Court
- U.S. District Court for the District of Utah
- Year
- 2019
A class action has been filed in the United States District Court for the District of Utah on behalf of purchasers of Myriad Genetics, Inc. (Nasdaq: MYGN) securities during the period between September 2, 2016 and August 13, 2019, (the "Class Period").
The Complaint alleges Defendants repeatedly promoted the GeneSight product, while concealing that GeneSight lacked evidence or information sufficient to support tests in its current form, including the validity of its purported benefits. On August 13, 2019, Defendants disclosed that the FDA requested changes to GeneSight and the Company had been in ongoing discussions with the FDA about the request. Defendants revealed that the FDA had specifically questioned the company as to whether the validity of GeneSight's purported benefits had been established.
This news drove the price of Myriad shares down $19.05, or down almost 43%, to close at $25.50 on August 14, 2019, erasing $1.4 billion in market capitalization.
- NYSE: NTYSecurities Class Action
Securities class action alleging NBTY concealed the impact of private-label competition and rising advertising costs on its results. The shares fell about 21%.
- Class period
- November 9, 2009 to April 26, 2010
- Court
- U.S. District Court for the Eastern District of New York
- Year
- 2010
A class action lawsuit has been filed in the United States District Court for the Eastern District of New York on behalf of purchasers of NBTY, Inc. (NYSE: NTY) common stock who purchased shares between November 9, 2009 and April 26, 2010 (the "Class Period"). The complaint alleges that, throughout the Class Period, defendants failed to disclose material adverse facts about the Company's true financial condition, business and prospects. Specifically, the complaint alleges that defendants failed to disclose: (i) that the Company was experiencing a significant disruption in its private label business and a related decrease in demand for its private label products; (ii) that the Company's advertising costs were escalating far in excess of the Company's internal forecasts; and (iii) as a result of the foregoing, defendants lacked a reasonable basis for their positive statements about the Company and its prospects.
On April 27, 2010, the Company issued a press release announcing its financial results for the fiscal second quarter of 2010, the period ended March 31, 2010. The Company announced that its private label sales accounted for only 38% of wholesale sales in the fiscal second quarter of 2010, compared to 42% of wholesale sales in the fiscal second quarter of 2009, a decline of 4%. Moreover, according to the press release, net income was "adversely affected by the Company's increased television advertising to support its Nature's Bounty, Osteo Bi Flex, Ester C and Pure Protein brands."
In response to the unexpected rise in advertising costs and a slowdown of sales in its private label business, shares of the Company's stock fell $9.66 per share, or 21%, to close at $37.24 per share, on unusually heavy trading volume.
- Nasdaq: NKTRSecurities Class Action
Securities class action alleging Nektar Therapeutics concealed manufacturing inconsistencies between NKTR-214 batches that undermined its PIVOT-02 trial results. The stock fell about 30%.
- Class period
- February 15, 2019 to August 8, 2019
- Court
- U.S. District Court for the Northern District of California
- Year
- 2019
A class action has been filed in the United States District Court for the Northern District of California on behalf of purchasers of Nektar Therapeutics (Nasdaq: NKTR) securities during the period between February 15, 2019 to August 8, 2019, (the "Class Period").
The complaint alleges that throughout the Class Period, defendants made materially false and misleading statements and/or failed to disclose material adverse facts about the Company's business, operations, and prospects. Specifically, defendants failed to disclose that the Company was not in compliance with current good manufacturing practices and, as a consequence, batches of NKTR-214 were not being produced consistently, which caused the clinical results from the PIVOT-02 study to differ based on the batch of NKTR-214 used. This lack of consistency in the batches of NKTR-214 resulted in the failure of the PIVOT-2 study to produce statistically significant results that would support a finding of clinical benefit. As a result of this information being withheld from the market, Nektar securities traded at artificially inflated prices during the Class Period, allowing certain of the defendants to sell their personally held Nektar stock at prices as high as $43.20 per share for proceeds of more than $13 million.
Then on August 8, 2019, after the market closed, the Company revealed that a manufacturing issue had caused 2 batches of NKTR-214 to differ from the other 20 batches that were produced. Moreover, these batches resulted in variable clinical benefit than the other batches used in the Company's PIVOT-02 clinical trial. On this news, the Company's stock price fell $8.65 per share, or nearly 30%, to close at $20.92 per share on August 9, 2019.
- Nasdaq: NTAPSecurities Class Action
Securities class action alleging NetApp concealed slippage in its large-deal pipeline before cutting fiscal 2020 guidance. The stock fell about 20%.
- Class period
- May 22, 2019 to August 1, 2019
- Court
- U.S. District Court for the Northern District of California
- Year
- 2019
A class action has been filed in the United States District Court for the Northern District of California on behalf of purchasers of NetApp, Inc. (Nasdaq: NTAP) securities during the period between May 22, 2019 to August 1, 2019, (the "Class Period").
The complaint alleges that throughout the Class Period, defendants made materially false and misleading statements and/or failed to disclose material adverse facts about the Company's business, operations, and prospects. Specifically, defendants failed to disclose that the Company had been unable to close large deals within the quarter and that the deals had been pushed out to subsequent quarters or downsized, which would have a material impact on the Company's revenue and cause the Company to lower its fiscal 2020 guidance. As a result of this information being withheld from the market, NetApp securities traded at artificially inflated prices during the Class Period of more than $65 per share, and NetApp insiders were able to sell their NetApp stock at these artificially inflated prices for insider proceeds of more than $13 million.
Then on August 1, 2019, after the market closed, the Company reported preliminary first quarter 2019 adjusted earnings per share of $0.55 to $0.60, below the average estimate of $0.83, and net revenue of $1.22 billion to $1.23 billion, below the average estimate of $1.39 billion. Additionally, the Company lowered its 2020 outlook, forecasting a net revenue decline of between 5% and 10% year-over-year. On this news, the Company's share price fell $11.67 per share, or over 20%, to close at $46.04 per share on August 2, 2019.
- NYSE: NIBoard / Regulatory Investigation
Investigation into whether the board of directors of NiSource Inc. breached its fiduciary duties to shareholders or violated the federal securities laws.
The firm is investigating potential claims against the board of directors of NiSource Inc. (NYSE: NI) concerning whether the board has breached its fiduciary duties to shareholders or violated the federal securities laws.
- Consumer & Recall
Nissan recalled close to a million 2013-2014 Nissan and Infiniti vehicles because a software fault in the occupant classification system could stop the front passenger airbag from deploying. The firm investigated claims on behalf of owners and lessees.
- Year
- 2014
The firm is investigating the issues surrounding the recall of the Nissan vehicles listed below because of defect in the Occupant Classification System (OCS) in the following models:
- MY 2013-2014 Nissan Altima, built March 6, 2012 to February 12, 2014
- MY 2013-2014 LEAF, built November 21, 2012 to February 6, 2014
- MY 2013-2014 Nissan Pathfinder, built June 20, 2012 to February 6, 2014
- MY 2013-2014 Nissan Sentra, built August 27, 2012 to February 18, 2014
- MY 2013 NV200/Taxi, built August 6, 2012 to December 7, 2013
- MY 2013 Infiniti JX35 / MY 2014 QX60, built January 24, 2012 to February 6, 2014
- MY 2014 Infiniti Q50, built April 23, 2012 to January 7, 2014
The crux of this matter is that the Nissan is recalling almost a million cars and trucks, 2013-14 model years, because the front passenger-side air bag might not deploy in a crash. The reason for the defect purportedly is that a software problem in the occupant classification system might not detect an occupant in that seat. The automaker blamed the "sensitivity" of the software calibration, particularly when "a combination of factors such as high engine vibration at idle when the seat is initially empty and then becomes occupied" or an "unusual" seating posture are factors.
In short, Nissan has placed a defective product into commerce that must be recalled. At least for now, however, Nissan states the passenger might be partially at fault because he/she sits funky or lets the engine idle too long and before allowing a passenger to get in and before the car is turned off and then on again with the passenger in the seat. It seems Nissan has no conception of school pick-up, etc.
We believe this defect exists and side passengers should be placed in the back seat for now. Interestingly, Nissan's letter to NHTSA coming clean states that it will notify dealers starting April 11 and then owners later in the month.
- NYSE: NSTMerger & Buyout
Shareholder investigation of the merger of NSTAR into Northeast Utilities, an all-stock deal at 1.312 Northeast Utilities shares per NSTAR share creating a utility with a $17.5 billion enterprise value.
Northeast Utilities (NYSE: NU) and NSTAR (NYSE: NST) announced that both companies' Boards of Trustees have unanimously approved a definitive merger agreement that will create one of the nation's largest utilities, with a total enterprise value of $17.5 billion. The Company will continue to be called Northeast Utilities. "The combination of Northeast Utilities and NSTAR will create a great New England based company, assuring the regional benefits of a locally controlled energy company for years to come," said Charles W. Shivery, Chairman, President and CEO of Northeast Utilities. "Our companies already have a strong track record of working together for New England. We recently jointly executed an agreement to invest $1.1 billion in new transmission lines to Quรฉbec, which will provide low-carbon hydro energy to power one million homes in New England beginning in 2015." Terms call for Northeast Utilities to pay 1.312 shares of its common stock for each NStar common shares, which closed Friday at a price of $39.53. The deal values NStar at $40.28 a share based on the Friday closing prices of both companies, effectively amounting to a small premium over NStar's Oct. 15 closing price.
- NYSE: NVEMerger & Buyout
Shareholder investigation of MidAmerican Energy Holdings' $5.6 billion cash acquisition of NV Energy at $23.75 per share, examining whether the price adequately valued the company.
The firm is investigating the agreement by MidAmerican Energy Holdings Co., a unit of Berkshire Hathaway Inc., to buy the Las Vegas utility NV Energy Inc. for $5.6 billion in cash.
MidAmerican offered $23.75 per share, a 23% premium to NV Energy's closing price on the day before the announcement. Including debt, the transaction gave NV Energy an enterprise value of approximately $10 billion.
The investigation concerns whether that price adequately valued the company. NV Energy stock had traded as high as $21.63 within the month before the deal was announced, during a broad sell-off in the utility sector, so the headline premium was measured against a depressed share price.
- NYSE: ODPMerger & Buyout
Investigation of the Office Depot board over the proposed $6.3 billion cash-and-stock sale of the company to Staples, consideration valued at about $11.41 per share.
The firm is investigating the Board of Directors of Office Depot, Inc. ("Office Depot" or the "Company") (ODP) for potential breaches of fiduciary duties in connection with the sale of the Company to Staples, Inc. (SPLS) for approximately $6.3 billion in a cash and stock transaction. The Company's stockholders will receive $7.25 in cash and 0.2188 shares of Staples for each share of Office Depot common stock they own, which values the consideration for Office Depot Shareholders at $11.41 per share.
The investigation focuses on whether Office Depot's Board of Directors breached their fiduciary duties to the Company's stockholders by failing to conduct a fair sales process and whether and by how much this proposed transaction undervalues the Company to the detriment of Office Depot's shareholders.
- Nasdaq: OLLISecurities Class Action
Securities class action alleging Ollie's Bargain Outlet concealed a supply-chain bottleneck that was depressing comparable store sales. The stock fell about 27%.
- Class period
- June 6, 2019 to August 28, 2019
- Court
- U.S. District Court for the Southern District of New York
- Year
- 2019
A class action has been filed in the United States District Court for the Southern District of New York on behalf of purchasers of Ollie's Bargain Outlet Holdings, Inc. (Nasdaq: OLLI) securities during the period between June 6, 2019 to August 28, 2019, (the "Class Period").
The Ollie's class action lawsuit alleges that throughout the Class Period, defendants made materially false and misleading statements and/or failed to disclose material adverse facts about Ollie's business, operations, and prospects. Specifically, defendants failed to disclose that Ollie's had suffered a supply chain issue that impacted the initial inventory available at new stores and that, as a result, Ollie's lacked sufficient inventory to meet demand at certain store locations. As a consequence of the supply chain issue, Ollie's comparable store sales were likely to be negatively impacted. As a result of this information being withheld from the market, Ollie's shares traded at artificially inflated prices, with its stock price reaching a high of more than $95 per share.
On August 28, 2019, Ollie's reported disappointing financial results for the second quarter of 2019, including a 1.7% decrease in comparable store sales, and lowered its fiscal 2019 guidance. In addition, Ollie's disclosed that a "bottleneck issue" had existed in its supply chain "for most all of" the second quarter and that the bottleneck was not corrected until "the last week of the quarter." Ollie's also stated that, "[i]n light of these results and expectations for the remainder of the year, the Company is revising its full-year guidance." On this news, the price of Ollie's shares fell $21.41 per share, or over 27%, to close at $56.36 per share on August 29, 2019.
- NASDAQ: OXPSMerger & Buyout
Shareholder investigation of Charles Schwab's all-stock acquisition of OptionsXpress Holdings at 1.02 Schwab shares per share, a deal worth about $1.0 billion.
- Year
- 2011
The Charles Schwab Corporation (NYSE: SCHW) and OptionsXpress Holdings, Inc. (NASDAQ-GS: OXPS) announced they have signed a definitive agreement under which Schwab will acquire optionsXpress. Under the terms of the agreement, optionsXpress stockholders will receive 1.02 shares of Schwab stock for each share of optionsXpress stock. Based on Schwab's closing stock price as of March 18, 2011, the transaction values each optionsXpress share at $17.91, resulting in a total transaction value of approximately $1.0 billion. Both companies will initially retain their separate brand identities, while benefitting from significant synergies and capabilities across their complementary business lines. The deal is expected to close during the third quarter, subject to optionsXpress stockholder approval and regulatory approvals, along with customary closing conditions.
- NASDAQ: ORCHMerger & Buyout
Shareholder investigation of LabCorp's cash tender offer for Orchid Cellmark at $2.80 per share, about $85.4 million.
Laboratory Corporation of America Holdings (LabCorp) (NYSE: LH) and Orchid Cellmark Inc. (NASDAQ: ORCH), an international provider of DNA testing services primarily for forensic and family relationship applications, announced that they have entered into a definitive agreement and plan of merger under which LabCorp will acquire all of the outstanding shares of Orchid Cellmark in a cash tender offer for $2.80 per share for a total purchase price to stockholders and optionholders of approximately $85.4 million. Orchid Cellmark strengthens LabCorp's presence and strong brand name in identity testing in the US and establishes its presence in identity testing in the UK.
- NYSE: ORASecurities Class Action
Securities class action alleging Ormat Technologies improperly capitalized exploration costs on projects it had abandoned, resulting in a restatement.
- Class period
- May 6, 2008 to February 24, 2010
- Court
- U.S. District Court for the District of Nevada
- Year
- 2010
A class action lawsuit has been filed in the United States District Court for the District of Nevada on behalf of a class consisting of all persons or entities who purchased the securities of Ormat Technologies, Inc. (NYSE: ORA) between May 6, 2008 and February 24, 2010, inclusive (the "Class Period").
The Complaint charges Ormat and certain of the Company's executive officers with violations of federal securities laws. Ormat and its subsidiaries engage in the geothermal and recovered energy power business in the United States and internationally. The Company develops, builds, owns and operates geothermal and recovered energy-based power plants, and sells electricity and equipment for geothermal and recovered energy-based electricity generation. The Complaint alleges that throughout the Class Period defendants knew or recklessly disregarded that their public statements concerning Ormat's business, operations and prospects were materially false and misleading. Specifically, defendants made false and/or misleading statements and/or failed to disclose: (1) that the Company was improperly continuing to capitalize costs for individual projects after Ormat had decided to abandon further exploration and development of individual projects instead of expensing those costs in the period in which any such determination was made; (2) that, as a result, the Company's financial results were overstated during the Class Period; (3) that the Company's financial results were not prepared in accordance with Generally Accepted Accounting Principles ("GAAP"); (4) that the Company lacked adequate internal and financial controls; and (5), as a result of the above, that the Company's financial statements were materially false and misleading at all relevant times.
On February 24, 2010, Ormat disclosed that the Board of Directors and Audit Committee of the Company, upon recommendation of management, had concluded that the Company's financial statements for the year ended December 31, 2008 (the "2008 Financial Statements") contained in its Annual Report on Form 10-K for the year then ended require restatement and should no longer be relied upon, and additionally, that the Company's prior related earnings and news releases and similar communications should also no longer be relied on to the extent they related to the 2008 Financial Statements. The Company announced that the restatement would show a change in the Company's accounting treatment for certain exploration and development costs. According to Ormat, these costs were capitalized on an area-of-interest basis using an accounting method that is analogous to the full cost method, and upon review of this accounting treatment in response to comment letters from the Staff of the SEC, the Company concluded that this accounting treatment was inappropriate in certain respects. Ormat additionally indicated that the Company planned to revise its consolidated financial statements as of and for the three- and nine-month periods ended September 30, 2009.
As a result of this news, Ormat shares declined $1.28 per share, or nearly 4%, to close on February 24, 2010, at $31.90 per share, and further declined over the following two days to close on February 26, 2010, at $28.93 per share, on heavy trading volume. Over the course of these three days of trading, Ormat shares declined a total of 12.81%, or $4.25 per share.
- NASDAQ: OSTEMerger & Buyout
Shareholder investigation of Medtronic's agreement to acquire Osteotech at $6.50 per share in cash, a transaction valued at about $123 million.
Medtronic Inc. (NYSE: MDT) and Osteotech, Inc. (NASDAQ: OSTE) announced that the companies have signed a definitive agreement under which Medtronic will acquire Osteotech for $6.50 per share in cash for each share of Osteotech common stock. The total value of the transaction is expected to be approximately $123 million.
Osteotech is a leader in the growing field of biologic products for regenerative healing, and has pioneered several innovative technology platforms including Grafton demineralized bone matrix, a family of products which has a large and growing body of evidence supporting its best-in-class bone generating capabilities. Osteotech's differentiated portfolio of biologics also includes MagniFuse Bone Grafts and Plexur Biocomposites, which are utilized in a broad range of musculoskeletal surgical procedures. In addition, Osteotech is in the midst of seeking U.S. Food & Drug Administration clearance for the first product based upon its first-in-class HCT (Human Collagen Technology) platform, an engineered human collagen biomaterial.
The acquisition of Osteotech will complement the Medtronic Biologics business' bone healing portfolio and expand its current presence in spine, orthopedic trauma, and dental into several additional new treatment areas including joint reconstruction, foot and ankle, and sports medicine. In addition, the combined technical and product capabilities will create opportunities to develop breakthrough next-generation products.
- Nasdaq: OSTKSecurities Class Action
Securities class action alleging Overstock.com used a digital dividend in tZERO tokens to engineer a short squeeze while misleading investors about the plan. The chief financial officer departed and the stock lost roughly half its value.
- Class period
- May 9, 2019 to September 23, 2019
- Court
- U.S. District Court for the District of Utah
- Year
- 2019
A class action has been filed in the United States District Court for the District of Utah on behalf of purchasers of Overstock.com, Inc. (Nasdaq: OSTK) securities during the period between May 9, 2019, and September 23, 2019, (the "Class Period").
The complaint alleges that throughout the Class Period, Defendants made materially false and misleading statements regarding the Company's business, operational and compliance policies. Specifically, Defendants made false and/or misleading statements and/or failed to disclose: (i) that the Defendants had engineered the tZERO offering as revenge upon short sellers and tried to create a short squeeze by offering a digital token dividend that would not be registered and could not be resold for at least 6 months; and (ii) that there were substantial risks to this plan; (iii) that Overstock's incredibly high Directors & Officers insurance rates and other problems were causing the Company to miss earnings projections for the year.
On September 23, 2019, the Company disclosed the sudden and unexpected departure of CFO Iverson the week prior, and that the Company would lower guidance to break even EBITDA for the year, eliminating the projected $17.5 million that Overstock had recently provided and which was critical to support the launch of its tZERO service.
Following this news, the price of Overstock shares fell from just below $15.00 per share on September 20, 2019, the trading day prior to September 23, 2019, to as low as $11.05 per share, before closing at $11.19 per share, a one day decline of almost 50%.
- Nasdaq: PCBCMerger & Buyout
Shareholder investigation of UnionBanCal's agreement to acquire Pacific Capital Bancorp for $46.00 per share in cash.
The firm is investigating the following transaction on behalf of shareholders.
UnionBanCal Corporation (UNBC) and its primary subsidiary, Union Bank, N.A. (Union Bank), announced that UNBC has entered into a definitive agreement to acquire Pacific Capital Bancorp PCBC, a bank holding company headquartered in Santa Barbara, California, for $46 per share in cash. The acquisition, which requires approval from banking regulators and subject to other customary closing conditions, is expected to be completed in the fourth quarter of 2012. Following entry by the companies into the agreement, SB Acquisition Company LLC, the holder of approximately 75 percent of the outstanding shares of common stock of Pacific Capital Bancorp, delivered to Pacific Capital Bancorp its action by written consent adopting and approving the agreement.
The transaction values Pacific Capital Bancorp at approximately 1.6 times adjusted tangible book value, and reflects the unique strategic value of this acquisition to Union Bank and the opportunity to realize significant operating synergies. Pacific Capital Bancorp's tangible book value is expected to increase significantly upon the close of the transaction from tax-related assets and an increase in the value of the loan portfolio.
- Nasdaq: PDCOBoard / Regulatory Investigation
Investigation of the Patterson Companies board following an FTC complaint alleging a conspiracy to suppress competition in the dental supply market. The stock fell about 23.6%.
- Year
- 2018
The firm is investigating potential claims against the board of directors of Patterson Companies, Inc. (Nasdaq: PDCO) concerning whether the board has breached its fiduciary duties to shareholders or violated the federal securities laws.
The complaint filed in this class action alleges that, the Company issued false and/or misleading statements and/or failed to disclose that: (1) defendants were engaged in a fraudulent and illegal price-fixing conspiracy; (2) Patterson's revenue and earnings were fraudulently inflated by the illegal scheme; (3) the scheme was aimed at prohibiting sales to and price negotiations by group purchasing organizations which represented small and independent dental practices; (4) as a result, defendants' statements about Patterson's business, operations, and prospects were materially false and/or misleading and/or lacked a reasonable basis.
On February 12, 2018, the Federal Trade Commission ("FTC") filed a complaint against certain dental supply companies, including Patterson, claiming that they violated U.S. antitrust laws by conspiring to refuse to provide discounts to, or otherwise serve, buying groups representing dental practitioners. On this news, Patterson's share price fell $7.47 per share, or 23.6%, thereby injuring investors.
- NASDAQ: PERYMerger & Buyout
Shareholder investigation of the take-private of Perry Ellis International by an entity controlled by founder George Feldenkreis at $27.50 per share, a transaction valued at about $437 million.
- Year
- 2018
Perry Ellis International (NASDAQ: PERY) announced it has entered into a definitive merger agreement under which a newly formed entity controlled by George Feldenkreis, Perry Ellis' founder and member of the Company's Board of Directors, will acquire all of the outstanding common shares of Perry Ellis not already beneficially owned by the Feldenkreis family for $27.50 per share in cash. Additionally, the Company and George Feldenkreis have agreed to defer the next annual meeting for the election of directors while the merger agreement is pending.
The purchase price represents a premium of approximately 21.6 percent to Perry Ellis' unaffected closing stock price on February 5, 2018, the last trading day prior to George Feldenkreis announcing his proposal to take the Company private. The transaction is valued at approximately $437 million.
The transaction was unanimously approved by the Perry Ellis Board of Directors, acting on the unanimous recommendation of a Special Committee of independent directors that was granted full authority to conduct a comprehensive strategic review and evaluate and, if warranted, negotiate the Feldenkreis acquisition proposal.
Following completion of the transaction, Oscar Feldenkreis will continue to lead the company as Chief Executive Officer. George Feldenkreis, Director and Founder, will return to an active role in the management of the Company. Perry Ellis will continue to be headquartered in Miami, Florida. Upon close, Perry Ellis will become a privately held company and Perry Ellis common shares will no longer be listed or traded on any public market.
The transaction will be financed through a Senior Secured Asset Backed Revolving Loan Facility underwritten by Wells Fargo Bank, N.A., a $282 million multi-tranche term financing facility provided by Fortress Credit Advisors LLC and equity provided by the Feldenkreis family.
The transaction, which is expected to close in the second half of calendar year 2018, is subject to the satisfaction of customary closing conditions and approvals, including approval by Perry Ellis shareholders (including a majority of the shares owned by shareholders other than the Feldenkreis family or any officers or directors of the Company), receipt of regulatory approvals and other customary closing conditions.
- Nasdaq: PETDSecurities Class Action
Class action on behalf of limited partnership unitholders cashed out in Petroleum Development Corporation's 2010 and 2011 partnership mergers, alleging the merger proxies violated Section 14(a) and Rule 14a-9.
- Class period
- Limited partnership units cashed out pursuant to merger transactions in 2010 and 2011
- Court
- U.S. District Court for the Central District of California
- Year
- 2011
A class action lawsuit has been filed against Petroleum Development Corporation (doing business as PDC Energy) ("PDC") (NASDAQ: PETD) and its subsidiary, DP 2004 Merger Sub LLC ("Merger Sub"), in the U.S. District Court for the Central District of California on behalf of all persons or entities who owned limited partnership units in one or more of the following limited partnerships: PDC 2003-A Limited Partnership, PDC 2003-B Limited Partnership, PDC 2003-C Limited Partnership, PDC 2003-D Limited Partnership, PDC 2004-A Limited Partnership, PDC 2004-B Limited Partnership, PDC 2004-C Limited Partnership, PDC 2004-D Limited Partnership, PDC 2005-A Limited Partnership, PDC 2005-B Limited Partnership, and Rockies Region Private Limited Partnership, whose limited partnership units were cashed out pursuant to merger transactions in 2010 and 2011.
Plaintiffs' complaint asserts claims against PDC and Merger Sub for alleged violations of Section 14(a) of the Securities and Exchange Act of 1934 and SEC Rule 14a-9 in connection with these mergers. Plaintiffs allege that the proxy statements used to solicit limited partners to vote in favor of these mergers made false and misleading statements and omitted material facts regarding the value of the assets held by the partnerships. The complaint further alleges that the limited partners were cashed out at unfair prices and that PDC was enriched at the expense of the limited partners. In addition to securities law violations, plaintiffs also assert state law claims for breach of fiduciary duty.
- Nasdaq: PTECMerger & Buyout
Shareholder investigation of Marlin Equity Partners' agreement to acquire Phoenix Technologies at $3.85 per share in cash, about $139 million.
- Year
- 2010
Phoenix Technologies Ltd. (Nasdaq: PTEC), the global leader in core systems software (CSS), announced it has entered into a definitive merger agreement with affiliates of Marlin Equity Partners ("Marlin") under which Marlin will acquire all outstanding shares of Phoenix Technologies Ltd. ("Phoenix") common stock for $3.85 per share in cash (the "Marlin Agreement"), or approximately $139 million in total consideration. The Marlin Agreement was unanimously approved by the Board of Directors of Phoenix. The purchase price represents a premium of approximately 27% over Phoenix's closing share price of $3.02 on August 17, 2010, the last trading day prior to the public announcement of Marlin's proposal to acquire Phoenix for $3.85 per share in cash, and a premium of approximately 25% over Phoenix's average closing share price for the 30 trading days ending on August 17, 2010.
- NYSE: PPCSecurities Class Action
Securities class action alleging Pilgrim's Pride concealed its participation in a conspiracy with competitors to fix broiler chicken prices.
- Class period
- February 21, 2014 to October 6, 2016
- Court
- U.S. District Court for the District of Colorado
- Year
- 2016
A class action has been filed in the United States District Court for the District of Colorado on behalf of purchasers of Pilgrim's Pride Corporation (NYSE: PPC) common stock between February 21, 2014 and October 6, 2016, (the "Class Period").
The complaint alleges that Pilgrim's Pride made false and/or misleading statements and/or failed to disclose that: the Company systematically colluded with several of its industry peers to fix prices in the market for broiler chickens; that the foregoing conduct constituted a violation of federal antitrust laws; that Pilgrim's Pride's revenues during the class period were the result of illegal conduct; that as a result of the above, the Company's public statements were materially false and misleading at all relevant times. On October 7, 2016, Pivotal Research downgraded its peer company Tyson Foods, Inc. from "buy" to "sell," due to fears of a class action against Tyson Foods, Pilgrim's Pride other peers over price collusion in the broiler-chicken market. Allegedly, in 2008, Tyson Foods, Pilgrim's Pride, and several other companies conspired by sharing proprietary data and reducing production to support prices. When this information was disclosed, shares of Pilgrim's Pride fell in value, causing investors harm.
- NYSE: PSSecurities Class Action
Securities class action alleging Pluralsight concealed delays in hiring and training its sales force while insiders sold shares into a secondary offering. The stock fell about 40%.
- Class period
- August 2, 2018 to July 31, 2019
- Court
- U.S. District Court for the Southern District of New York
- Year
- 2019
A class action has been filed in the United States District Court for the Southern District of New York on behalf of purchasers of Pluralsight, Inc. (NYSE: PS) securities during the period between August 2, 2018 to July 31, 2019, (the "Class Period").
The Company completed its initial public offering in May 2018, selling 23.8 million shares of Pluralsight stock at $15.00 per share. Less than a year later, on March 6, 2019, Pluralsight completed a secondary public offering ("SPO") of 15.6 million shares of stock at $29.25 per share, raising gross proceeds of more than $450 million. The SPO served as a massive cash-out for Pluralsight insiders, as all of the proceeds went to insiders and related parties and none to help fund corporate development or Company initiatives.
The complaint alleges that throughout the Class Period, Pluralsight misrepresented and/or failed to disclose adverse facts regarding the Company's business and prospects. Specifically, the Company failed to disclose that Pluralsight was experiencing substantial delays in hiring and properly training the salesforce necessary to meet its lofty billing projections. In addition, the Company knew at the time of the SPO that it was behind schedule onboarding new sales representatives, which was hurting the Company's sales execution and preventing Pluralsight from meeting its high growth projections. Instead of disclosing such facts at the time of the SPO, defendants intentionally obscured and failed to disclose this pertinent information to investors. As a result of defendants' misrepresentations and omissions, Pluralsight stock traded at artificially inflated prices of more than $36 per share during the Class Period, which allowed Company insiders to cash out their Pluralsight stock at inflated prices in the SPO.
Then on July 31, 2019, after the market closed, Pluralsight announced disappointing financial results for the second quarter of 2019, disclosing that its billings growth rate had sharply deteriorated. The Company blamed its declining growth in billings on sales execution challenges and other issues with its salesforce. Pluralsight also disclosed that its Chief Revenue Officer was resigning. In response to these disclosures, the price of Pluralsight stock plummeted, falling $12.13 per share in a single day, or nearly 40%, to close at $18.56 per share on August 1, 2019.
- OTC Bulletin Board: POLGA / POLGBMerger & Buyout
Shareholder investigation of Blackstone's agreement to acquire Polymer Group for up to $15.25 per share in cash, plus an escrow tied to a potential tax refund.
- Year
- 2010
Polymer Group, Inc. (PGI) (OTC Bulletin Board: POLGA/POLGB) announced it has entered into a definitive agreement to be acquired by an affiliate of Blackstone Capital Partners V L.P. This transaction is the result of the strategic review process initiated by PGI on April 7, 2010, and is expected to close prior to the end of the first quarter of 2011. Under the terms, each shareholder of Polymer will receive up to $15.25 in cash, a 32 percent discount to Polymer's Friday (10/8/10) closing price of $22.50. Polymer had 21.39 million shares outstanding as of May 5. Polymer also said it will put $64.5 million, or $2.91 per share, in an escrow account at closing to cover potential tax liabilities, costs and expenses related to the application of the "personal holding company" (PHC) rules of the Internal Revenue Code. Blackstone Capital Partners V L.P. will fund the acquisition through a combination of debt and equity commitments, said Polymer.
- NYSE: PPDMerger & Buyout
Shareholder investigation of MidOcean Partners' agreement to acquire Pre-Paid Legal Services at $66.50 per share, a transaction valued at about $650 million.
- Year
- 2011
Pre-Paid Legal Services, Inc. (NYSE: PPD) announced that it entered into a definitive merger agreement on January 30, 2011, with MidOcean PPL Holdings Corp. and PPL Acquisition Corp., both newly created entities formed by MidOcean Partners, a leading New York based private equity firm ("MidOcean"). The merger agreement provides that MidOcean will acquire all of the outstanding shares of Pre-Paid for a cash payment of $66.50 per share, or approximately $650 million in the aggregate.
Pre-Paid entered into the merger agreement based on the unanimous recommendation by a Special Committee comprised of independent directors of Pre-Paid's Board of Directors and the unanimous consent of its full Board of Directors.
- NYSE: PRMMerger & Buyout
Shareholder investigation of TPG Capital's agreement to acquire PRIMEDIA at $7.10 per share, an enterprise value of about $525 million.
PRIMEDIA Inc. (NYSE: PRM) announced that it has entered into a definitive agreement to be acquired by affiliates of TPG Capital. Under the terms of the agreement, holders of the outstanding common shares of PRIMEDIA will receive $7.10 per share in cash, representing a transaction enterprise value of approximately $525 million. The agreement was unanimously approved by the Board of Directors of PRIMEDIA and the independent directors of the Board.
- Nasdaq: PUMPSecurities Class Action
Securities class action alleging ProPetro Holding concealed improper executive expense reimbursements and undisclosed related-party transactions dating back to its March 2017 IPO.
- Class period
- March 17, 2017 to August 8, 2019 (including purchasers pursuant to the March 17, 2017 IPO)
- Court
- U.S. District Court for the Western District of Texas
- Year
- 2017
A class action has been filed in the United States District Court for the Western District of Texas on behalf of purchasers of ProPetro Holding Corp. (Nasdaq: PUMP) securities during the period between March 17, 2017 to August 8, 2019, including purchasers pursuant to the March 17, 2017 initial public offering, (the "Class Period").
ProPetro is an oilfield services company that provides hydraulic fracturing and complementary services to leading upstream oil and gas companies engaged in the exploration and production of North American unconventional oil and natural gas resources.
In March 2017, ProPetro completed its IPO, selling 25 million shares of ProPetro common stock to the public at $14.00 per share.
The ProPetro class action alleges that throughout the Class Period and in the registration statement issued in connection with the IPO, defendants made materially false and misleading statements and/or failed to disclose material adverse facts about ProPetro's business, operations, and prospects. Specifically, defendants failed to disclose that ProPetro's executive officers were being improperly reimbursed for certain expenses, that ProPetro had engaged in certain undisclosed transactions with related parties, and that ProPetro lacked adequate disclosure controls and procedures and effective internal control over financial reporting. As a result of this information being withheld from the market, ProPetro securities traded at artificially inflated prices during the Class Period, with its stock price reaching a high of nearly $25 per share.
Then on August 8, 2019, after the market closed, ProPetro announced it would have to delay its second quarter earnings conference call and quarterly report, citing an ongoing review by its Audit Committee. In a Form 8-K filed with the U.S. Securities and Exchange Commission on the same day, ProPetro stated that the review concerned, among other things, expense reimbursements and certain transactions involving related parties or potential conflicts of interest. The Form 8-K also stated that approximately $370,000 had been improperly reimbursed to members of senior management since the IPO. Moreover, ProPetro expected to report a material weakness in its internal disclosure controls. On this news, ProPetro's stock price fell $4.59 per share, or over 26%, to close at $12.75 per share on August 9, 2019.
- Nasdaq: PZZMerger & Buyout
Shareholder investigation of Leonard Green & Partners' agreement to acquire Prospect Medical Holdings at $8.50 per share, about $363 million, subject to a 40-day go-shop period.
- Year
- 2010
Prospect Medical Holdings, Inc. (Nasdaq: PZZ) ("Prospect" or the "Company") announced today that it has entered into a definitive merger agreement to be acquired for $8.50 per share in cash by an entity sponsored by Leonard Green & Partners, L.P. in which certain stockholders of Prospect will also participate. The total transaction value is approximately $363 million, including the assumption of approximately $158 million in Prospect's net debt.
The merger price represents a 38.9% premium over the closing sale price of Prospect shares on August 13, 2010, and a 29.4% premium to the volume weighted-average closing sale price of approximately $6.57 during the 30 trading days prior to that date.
The merger is subject to approval by Prospect stockholders holding a majority of Prospect's outstanding shares, the expiration or termination of the applicable antitrust waiting period, and other customary closing conditions. The merger is not subject to a financing condition.
Prospect's board of directors, acting on the unanimous recommendation of a Special Committee of independent directors, has approved the merger agreement, determined that the merger is fair to and in the best interests of Prospect and its stockholders, and recommended that Prospect stockholders adopt the merger agreement. "On behalf of the Special Committee of the board of directors of Prospect, we are pleased to have reached an agreement that will enable us to deliver significant and certain value to our stockholders," said Glenn Robson, Chairman of the Special Committee.
Some directors and officers of Prospect that currently own in the aggregate approximately 10.4 million shares of Prospect's outstanding common stock (representing nearly 50% of Prospect's outstanding shares) have entered into a voting agreement in which they have agreed to vote all of their Prospect shares in favor of the adoption of the merger agreement. These stockholders also have agreed to exchange approximately 6.2 million of their Prospect shares for equity interests in the sponsored purchasing entity in lieu of their receipt of the cash merger consideration for those shares.
Under the merger agreement, Prospect has the right to solicit competing acquisition proposals from third parties during the 40-day period ending September 25, 2010. UBS Investment Bank will assist Prospect's Special Committee in connection with the solicitation. Prospect does not intend to disclose developments regarding this process, unless the Special Committee and Prospect's board of directors reach a decision regarding any superior proposals that may be made. There is no assurance that this process will result in a superior proposal. In addition, Prospect may, at any time, subject to the terms of the merger agreement, respond to unsolicited proposals.
Upon a change of control of the Company, each holder of the Company's outstanding 12 3/4% Senior Secured Notes Due 2014 will be entitled to require the Company to repurchase all or a portion of the holder's notes at a purchase price in cash equal to 101% of the principal amount of the notes plus accrued and unpaid interest, if any. Funds affiliated with Leonard Green & Partners, L.P. have agreed to backstop the Company's obligation to repurchase any notes that are presented.
- NYSE: KWKMerger & Buyout
Shareholder investigation after Quicksilver Resources' board received a letter from an investor group led by the Darden family proposing to explore strategic alternatives, including a possible going-private transaction.
Quicksilver Resources Inc. (NYSE: KWK) announced that its Board of Directors has received a letter from Quicksilver Energy, L.P., an entity controlled by members of the Darden family, indicating that a group of investors consisting of Quicksilver Energy, L.P. and members of the Darden family (the "Investor Group") is interested in exploring strategic alternatives for Quicksilver Resources Inc. The Investor Group is requesting an amendment to Quicksilver Resources Inc.'s rights plan in order to facilitate discussions between the Investor Group and other potential investors regarding a potential transaction. The Board of Directors has established a committee of independent directors to consider any transaction that may be proposed by the Investor Group, as well as alternative transactions. The transaction committee has retained Credit Suisse Securities (USA) LLC and Tudor, Pickering, Holt & Co. Securities, Inc. as its independent financial advisors and Davis Polk & Wardwell LLP as its independent legal counsel. The Board of Directors cautions Quicksilver Resources Inc.'s shareholders and others considering trading in its securities that no decisions have been made by the transaction committee with respect to Quicksilver Resources Inc.'s response to the Investor Group's request, and that there can be no assurance that any proposal for a transaction will be received or that any transaction will be approved or consummated.
- NYSE: RAHMerger & Buyout
Shareholder investigation of ConAgra Foods' agreement to acquire Ralcorp Holdings at $90.00 per share in cash, a transaction worth about $5 billion.
The firm is investigating the following transaction on behalf of shareholders.
Long-time suitor ConAgra Foods Inc finally sealed a deal to buy private-label foods maker Ralcorp Holdings Inc for $5 billion, to tap into the booming business for packaged food that stores sell under their own brands.
The deal, broadens ConAgra's exposure to faster-growing retailers with robust private-label brands, like Whole Foods and Costco, he said. The boards of both companies approved the deal, which should add to earnings in the first year, ConAgra said, adding it and Ralcorp would have annual private-label sales of $4.5 billion.
Ralcorp shareholders will receive $90 per share in cash, a premium of 28.2 percent to the stock's Monday close, making the deal a big win for activist investor Keith Meister, founder of Corvex Management, Ralcorp's largest shareholder.
Corvex demanded in August that Ralcorp either sell itself, buy another company or change its strategy after a series of earnings disappointments.
Separately, Meister had another success on Tuesday when the board of security services provider ADT Corp approved a $2 billion share buyback and said it was considering taking on more debt, partly at the urging of Corvex, which disclosed a 5 percent stake in ADT last month.
After news of the Ralcorp deal, shares of rival private-label food manufacturer Treehouse Foods Inc were up 2.4 percent at $53.14, and rose as high as $54.72. Treehouse is more likely to become a potential acquisition target, analysts said.
- Nasdaq: RPRXSecurities Class Action
Securities class action alleging Repros Therapeutics concealed liver enzyme elevations that led regulators to suspend its Proellex trials. The stock fell about 48% in a day.
- Class period
- July 1, 2009 to August 3, 2009
- Court
- U.S. District Court for the Southern District of Texas, Houston Division
- Year
- 2009
A class action lawsuit was filed in the United States District Court for the Southern District of Texas Houston Division, against Repros Therapeutics, Inc. (Nasdaq: RPRX) and certain of its officers and directors, on behalf of shareholders who purchased Repros common stock between July 1, 2009 and August 3, 2009. The complaint alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by issuing materially false and misleading press releases regarding the success of clinical trials for its drug Proellex. On August 3, 2009, Repros revealed that it was suspending Proellex clinical trials based in a clinically significant increase in liver enzymes among participants. On that day, Repros stock closed at $1.31, a 48% drop from a close of $2.53 the trading day before. This was a 73% drop from the close of $4.96 on July 1, 2009.
- Nasdaq: RHIESecurities Class Action
Securities Act class action on behalf of purchasers in RHI Entertainment's June 2008 IPO, alleging the offering documents misstated the company's orders for made-for-television movies.
- Class period
- Shares purchased pursuant and/or traceable to the IPO on or about June 19, 2008
- Court
- U.S. District Court for the Southern District of New York
- Year
- 2008
A class action lawsuit has been filed in the United States District Court for the Southern District of New York on behalf of purchasers of the common stock of RHI Entertainment, Inc. (Nasdaq: RHIE) pursuant and/or traceable to the Company's initial public offering (the "IPO" or the "Offering") on or about June 19, 2008, seeking to pursue remedies under the Securities Act of 1933 (the "Securities Act"). The complaint charges RHI Entertainment and certain of its executives with violations of the Securities Act. RHI develops, produces, and distributes new made-for-television ("MFT") movies, mini-series, and other television programming worldwide. The Company also produces new episodic series programming for television.
On or about June 13, 2008, RHI filed with the Securities and Exchange Commission ("SEC") a Form S-1/A Registration Statement (the "Registration Statement") for the IPO. On or about June 19, 2008, the Prospectus (the "Prospectus") with respect to the IPO, which forms part of the Registration Statement, became effective and, including the exercise of the over-allotment, more than 13.5 million shares of RHI's common stock were sold to the public, thereby raising more than $189 million.
The complaint alleges that, throughout the Class Period, defendants made numerous positive statements regarding the Company's financial condition, business and prospects. According to the complaint, the description of the Company's business in the Registration Statement created the materially misleading impression that at the time of the IPO the Company had orders for 40 MFT movies and mini-series which had been paid for, were in production and would be delivered in the later half of the year. The complaint further alleges that these statements were materially false and misleading because defendants failed to disclose that, given the declining state of the credit markets and other negative factors then impacting the Company's business, the Company would not be able to complete 40 MFT movies and miniseries in 2008.
- NYSE: RSTSecurities Class Action
Securities class action alleging Rosetta Stone concealed intense competition from free and lower-priced products, and that its reported sales bookings were inflated by retail partners holding unusually high inventory.
- Class period
- February 25, 2010 to March 1, 2011
- Court
- U.S. District Court for the Eastern District of Virginia
- Year
- 2011
A class action has been filed in the United States District Court for the Eastern District of Virginia on behalf of purchasers of Rosetta Stone, Inc. (NYSE: RST) common stock between February 25, 2010 and March 1, 2011, inclusive (the "Class Period"), seeking to pursue remedies under the Securities Exchange Act of 1934 (the "Exchange Act"). The complaint alleges that, throughout the Class Period, defendants failed to disclose material adverse facts about the Company's true financial condition, business and prospects. Specifically, the complaint alleges: (a) that Rosetta Stone was facing intense competition for its products during the Class Period, including free competitive product offerings; (b) that the free and lower priced competitive product offerings, not a temporary reduction in advertising, was having a material adverse effect on the Company's Class Period revenues, particularly U.S. consumer revenues; (c) that the favorable sales booking numbers Rosetta Stone reported during the Class Period was the result of key retail partners maintaining inventory of the Company's products well above historic levels; (d) that Rosetta Stone's reported sales bookings and revenues during the Class Period were the product of manipulation; and (e) that, based on the foregoing, defendants lacked a reasonable basis for their positive statements about Rosetta Stone's revenues, sales bookings, unit volume, new product introductions and advertising.
On February 28, 2011, at the end of the Class Period, Rosetta Stone issued a press release announcing its results for the fourth quarter and year ended December 31, 2010. For the quarter, the Company reported revenue of $74.3 million, a 5% decrease from the prior year period, net income on a Generally Accepted Accounting Principles basis of $5.0 million, or $0.23 per share, a decrease of 60% from the 2009 fourth quarter. On this news, shares of the Company's stock fell $1.77 per share, or almost 12%, to close at $13.19 per share, on extremely heavy trading volume.
- Nasdaq: RUHNSecurities Class Action
Securities Act class action alleging Ruhnn Holding's IPO registration statement omitted a sharp decline in the number of online stores it operated and in the key opinion leaders it worked with.
- Class period
- March 31, 2019 to October 7, 2019
- Court
- U.S. District Court for the Eastern District of New York
- Year
- 2019
A class action has been filed in the United States District Court for the Eastern District of New York on behalf of purchasers of Ruhnn Holding Limited (Nasdaq: RUHN) securities during the period between March 31, 2019, through October 7, 2019, (the "Class Period").
According to the complaint, the Company's Registration Statement contained false and/or misleading statements and/or failed to disclose that: (1) at the time of the IPO, the number of Ruhnn's online stores had declined by nearly 40%; (2) at the time of the IPO, the number of Ruhnn's full-service Key Opinion Leaders had declined by nearly 44%; (3) as a result, the Company's net revenues derived from its full-service segment had declined by 46% on a sequential basis; and (3) as a result, defendants' statements about Ruhnn's business, operations, and prospects were materially false and misleading and/or lacked a reasonable basis at all relevant times.
Since the IPO, and as a result of the disclosure of material adverse facts omitted from Ruhnn's Registration Statement, Ruhnn ADSs have fallen substantially below their IPO price, damaging Ruhnn shareholders.
- NASDAQ: RURLMerger & Buyout
Shareholder investigation of Warburg Pincus's all-cash agreement to acquire Rural/Metro Corporation at $17.25 per share.
- Year
- 2011
Rural/Metro Corporation (NASDAQ: RURL) (the "Company"), a leading national provider of ambulance and private fire protection services, today announced it has entered into a definitive agreement for the acquisition of the Company by the private equity firm Warburg Pincus in an all-cash transaction.
Under terms of the agreement, Rural/Metro shareholders will receive $17.25 per share of common stock in cash, representing a 37% premium over the closing price on March 25, 2011 and a 28% premium over the volume weighted average share price over the previous month. The Company's Board of Directors, acting on the recommendation of a Special Committee consisting of independent directors, unanimously approved the terms of the agreement and recommended that Rural/Metro shareholders approve the transaction. In addition to shareholder approval, the transaction is subject to the satisfaction of customary closing conditions and regulatory approvals. It is currently anticipated the transaction will be completed by the end of June 2011.
- Nasdaq: SAEXSecurities Class Action
Securities class action alleging SAExploration failed to consolidate a related entity as a variable interest entity, which led to an SEC investigation, a restatement and the removal of its chief executive and chief financial officer.
- Class period
- March 15, 2016 to August 15, 2019
- Court
- U.S. District Court for the Southern District of Texas
- Year
- 2019
A class action has been filed in the United States District Court for the Southern District of Texas on behalf of purchasers of SAExploration Holdings, Inc. (Nasdaq: SAEX) securities during the period between March 15, 2016 to August 15, 2019, (the "Class Period").
The complaint alleges that throughout the Class Period, defendants made false and misleading statements and/or failed to disclose adverse information regarding SAExporation's business and financial condition. Specifically, defendants failed to disclose that Alaska Seismic Ventures, LLC ("ASV") should have been classified by the Company as a variable interest entity, that because the Company had a controlling financial interest in ASV, it was required to consolidate ASV in its financial statements, that these practices were likely to lead to an investigation of the Company by the SEC, and that SAExploration would be forced to delay the filing of its quarterly report on Form 10-Q for the quarter ended June 30, 2019 with the SEC. As a result of this information being withheld from the market, SAExploration securities traded at artificially inflated prices during the Class Period, with the Company's stock price reaching a high of more than $2,400 per share.
Then, on August 15, 2019, the Company announced that the SEC was conducting an investigation into certain accounting matters that arose in 2015 and 2016. The Company also announced it would be restating its previously issued financial statements for fiscal years 2015 to 2018 and would delay the filing of its Form 10-Q for the quarter ended June 30, 2019. SAExploration also announced that Jeff Hastings, the Company's CEO and Chairman, had resigned his chairmanship and been placed on administrative leave, and its CFO, Brent Whiteley, had been terminated. The Company stated that it had determined that "ASV was a variable interest entity and that the Company had a controlling financial interest in ASV that required it to consolidate ASV during the [period under investigation] . . . . As a result of the above, the Company has determined that a material weakness exists in [its] internal control over financial reporting and that disclosure controls and procedures were ineffective during" that period. On this news, the price of the Company's shares fell $1.13 per share, or more than 34%, to close at $2.14 per share on August 15, 2019.
- NASDAQ: SRPTSecurities Class Action
Securities class action alleging Sarepta Therapeutics concealed safety risks in its golodirsen program, which the FDA later addressed in a Complete Response Letter.
- Class period
- September 6, 2017 to August 19, 2019
- Court
- U.S. District Court for the Southern District of New York
- Year
- 2019
A class action has been filed in the United States District Court for the Southern District of New York on behalf of purchasers of Sarepta Therapeutics, Inc. (NASDAQ: SRPT) securities during the period between September 6, 2017 to August 19, 2019 (the "Class Period").
On September 6, 2017, Sarepta announced positive muscle biopsy results from its Phase 1/2 first-in-human study conducted in Europe to assess the safety, tolerability, pharmacokinetics, and efficacy of golodirsen in 25 male subjects with confirmed deletions of the DMD gene amenable to skipping exon 53 (the "4053-101 Study").
On February 14, 2019, Sarepta announced the FDA had accepted its New Drug Application ("NDA") "seeking accelerated approval for golodirsen (SRP-4053) and provided a regulatory action date of August 19, 2019." According to Sarepta, the Company had completed its NDA at the end of 2018 as part of a rolling submission and had requested priority review, which was granted. Additionally, the NDA included data from the 4053-101 Study.
The complaint alleges that throughout the Class Period, defendants made materially false and misleading statements and/or failed to disclose adverse information regarding Sarepta's business and prospects. Specifically, defendants failed to disclose that golodirsen posed significant safety risks to patients and, consequently, the NDA Sarepta had submitted for accelerated approval of golodirsen for the treatment of DMD was unlikely to receive approval from the FDA. As a result of this information being withheld from the market, Sarepta securities traded at artificially inflated prices of more than $150 per share during the Class Period.
Then on August 19, 2019, after the market closed, Sarepta announced it had received a Complete Response Letter ("CRL") from the FDA regarding the Company's NDA seeking accelerated approval of golodirsen for the treatment of DMD. Sarepta disclosed that "[t]he CRL generally cites two concerns: the risk of infections related to intravenous infusion ports and renal toxicity seen in pre-clinical models of golodirsen and observed following administration of other antisense oligonucleotides." On this news, the price of Sarepta shares fell $18.24 per share, or more than 15%, to close at $102.07 per share on August 20, 2019.
- Nasdaq: SHLDBoard / Regulatory Investigation
Investigation into whether the board of directors of Sears Holdings Corporation breached its fiduciary duties to shareholders or violated the federal securities laws.
The firm is investigating potential claims against the board of directors of Sears Holdings Corporation (Nasdaq: SHLD) concerning whether the board has breached its fiduciary duties to shareholders or violated the federal securities laws.
- NYSE: SVMBoard / Regulatory Investigation
Investigation of Silvercorp Metals after short seller Alfred Little alleged the company overstated ore grades and production at its Chinese silver mines and failed to disclose that its largest customer was a related party.
- Class period
- November 3, 2010 to September 12, 2011
- Year
- 2011
Silvercorp Metals Inc., a TSX-listed silver miner that operates solely in China, has been accused of fraud by a short-seller, sending its stock plummeting 16 per cent.
Researchers from Alfred Little, an independent research firm that looks into companies doing business in China, allege that Silvercorp has overstated its production, inflated the grade of silver it mines and failed to disclose that its largest customer is a related party.
The report was released much in the same way that Muddy Waters released its initial findings from its investigation into Sino-Forest's business dealings in China. The head of Muddy Waters, Carson Block, was also short Sino-Forest's stock when he released his report.
Alfred Little started looking in Silvercorp earlier this summer, but did not disclose its findings until 9/13/11. During the course of its investigation, the company's stock has fallen from a peak of $11.34 in July, down to $6.50 on 9/13/11, a 42-per-cent drop. Part of that fall can be attributed to an anonymous letter writer who sent Canadian regulators and the company a note that alleged Silvercorp was engaged in a "Potential $1.3 Billion Accounting Fraud."
Before its stock started to plummet, Silvercorp had a market capitalization of just over $2-billion.
To conduct its investigation, a team from Alfred Little made multiple visits to Silvercorp's largest mine, named Ying, in Henan province. During the trip, Alfred Little said that it found the grade of Silvercorp's ore was much lower than it had reported in U.S. filings. To assess the grade, the investigators examined the mined material that fell off trucks on their way to mills. Alfred Little said it knows this is a small sample size, so it is submitting more samples for examination.
The researchers also claim that the production Silvercorp reports in U.S. filings is much lower than what it reports to the Ministry of Land and Resources in China. To look into the matter, the company watched the trucks leaving Silvercorp's biggest mine for two weeks and found that based on the number of 30 tonne capacity trucks coming and going each day, Silvercorp's production could be about half of what is expected.
Alfred Little has also talked to an international geological consulting firm that puts together 43-101s reserve reports. This firm said Silvercorp's latest 43-101s were likely based on earlier reports, rather than new information because Silvercorp's own external geologists have not visited the company's main SGX mine since 2008. That means Silvercorp's employees are likely creating their own resource estimates, Alfred Little wrote.
Moreover, the report alleges that Silvercorp has failed to disclose that its largest customer is a related party. (It is partly owned by a Silvercorp subsidiary.) Moreover, the company's acquisition of Yangtze Gold in 2008 gave a relative of Silvercorp's chairman and chief executive officer a 1500 per cent gain on capital that was invested for only six months.
This isn't the first blow to Silvercorp. On Sept. 1, the company was forwarded a copy of a letter alleging a "Potential $1.3 Billion Accounting Fraud at Silvercorp." The author did not provide his or her name, but acknowledged holding a short position on the stock. The letter was sent to the Ontario Securities Commission, the company's auditors and some media outlets.
Some of the claims made in the anonymous letter are similar to those made by Alfred Little, particularly the discrepancies between the Chinese resource filings and U.S. filings. Silvercorp addressed this issue (and some others) earlier in September and claimed it has done nothing wrong.
Alfred Little's researchers say they do not know the identity of the anonymous author and have not collaborated with him or her.
- Nasdaq: WORKSecurities Class Action
Securities Act class action over Slack Technologies' June 2019 direct listing, alleging the registration statement omitted the company's exposure to service-level credits owed to customers after platform outages.
- Class period
- Purchasers pursuant to the June 20, 2019 offering
- Court
- U.S. District Court for the Northern District of California
- Year
- 2019
A class action has been filed in the United States District Court for the Northern District of California on behalf of purchasers of Slack Technologies, Inc. (Nasdaq: WORK) securities pursuant to the June 20, 2019 offering, (the "Class Period").
Slack offers a business technology platform that allows users to share and aggregate information from other software, take action on notifications, and advance workflows in a multitude of third-party applications. On June 20, 2019, Slack went public through the offering of more than 140 million shares of its Class A common stock with a reference price of $26.00 per share (the "Offering"). On the first day of trading, the price of Slack stock reached a high of $42 per share.
The Slack class action lawsuit alleges that the registration statement and prospectus issued in connection with the Offering (collectively, the "Registration Statement") was false and misleading and omitted to state material adverse facts about Slack's business and prospects. Specifically, defendants failed to disclose that Slack's platform was susceptible to recurring service-level disruptions, which were increasingly likely to occur as Slack scaled its services to a larger user base, and that, pursuant to its customer contracts, Slack had agreed to provide credits to customers if its service availability dropped below 99.99%, even if a customer was not specifically affected by a service disruption. As a consequence, any service-level disruptions to Slack's platform would have a material adverse impact on Slack's financial results.
On June 28, 2019, Slack's platform suffered a global service outage that disrupted service for many of its users. On July 29, 2019, Slack's platform suffered another outage that disrupted service to more than 2,000 users.
On September 4, 2019, Slack reported its second quarter 2019 financial results and issued guidance for the third quarter of 2019, announcing that Slack was expecting a wider loss than analysts had predicted. Slack also stated that revenue in the quarter had been "negatively impacted by $8.2 million of credits related to service level disruption in the quarter." On this news, Slack's share price fell $3.69 per share, or nearly 12%, over two consecutive trading sessions, to close at $27.38 per share on September 6, 2019, representing a decline of nearly 35% from the $42 per share the stock was trading at on the day of the Offering.
- Nasdaq: SMODMerger & Buyout
Shareholder investigation of Silver Lake's agreement to take SMART Modular Technologies private at $9.25 per share, a transaction valued at about $645 million.
SMART Modular Technologies, Inc. (NASDAQ: SMOD), announced that it has entered into a definitive agreement to be acquired by Silver Lake Partners and Silver Lake Sumeru for $9.25 per share in cash. The transaction is valued at approximately $645 million. The offer price represents a 23% premium over the average closing price for the previous 30 trading days and a 46% premium over the average closing price for the previous 52-week period. Under the terms of the agreement, SMART's shareholders will receive $9.25 in cash for each share of SMART common stock they own. The completion of the transaction is subject to customary closing conditions, including receipt of shareholder and regulatory approval. The closing of the transaction is expected to occur in the third calendar quarter of 2011.
- NYSE: SDCSecurities Class Action
Securities Act class action over SmileDirectClub's September 2019 IPO, alleging the registration statement omitted pending unlicensed-dentistry and false-advertising litigation.
- Class period
- Purchasers pursuant and/or traceable to the Registration Statement and Prospectus for the September 2019 IPO
- Court
- U.S. District Court for the Eastern District of Michigan
- Year
- 2019
A class action lawsuit has been filed in the United States District Court for the Eastern District of Michigan of purchasers of SmileDirectClub, Inc. (NYSE: SDC) securities pursuant and/or traceable to the Registration Statement and Prospectus issued in connection with the Company's September 2019 initial public offering ("IPO") ("Class Period").
In September 2019, SmileDirect sold approximately 58.5 million shares of Class A common stock at a price of $23.00 per share in an initial public offering. On September 24, 2019, a class action complaint was filed by dentists, orthodontists and consumers against SmileDirectClub, alleging false advertising, fraud, negligence and unfair and deceptive trade practices. The dentists' false advertising complaint disputed the accuracy of several statements in the Registration Statement and highlighted that the Company is subject to litigation for operating as a dentist without proper licensing in several states, as well as other litigation.
On this news, SmileDirect's share price fell nearly $1.47 per share to close at $15.68 per share on September 24, 2019. SmileDirect's stock has since traded as low as $11.68 per share, a nearly 50% decline from the $23.00 IPO price.
- Nasdaq: SONMSecurities Class Action
Securities Act class action over Sonim Technologies' May 2019 IPO, alleging the registration statement omitted software defects in its XP8, XP5 and XP3 handsets and problems obtaining AT&T Band 14 approval.
- Class period
- Purchasers pursuant and/or traceable to the Registration Statement for Sonim's May 2019 IPO
- Court
- U.S. District Court for the Northern District of California
- Year
- 2019
A class action has been filed in the United States District Court for the NORTHERN DISTRICT OF CALIFORNIA on behalf of purchasers of Sonim Technologies, Inc. (Nasdaq: SONM) securities pursuant and/or traceable to the registration statement and related prospectus (collectively, the "Registration Statement") issued in connection with Sonim's May 2019 initial public stock offering (the "IPO" or the "Offering").
The complaint alleges that Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company's business, operations, and prospects. Specifically, Defendants failed to disclose to investors: (1) that the Company's XP8 was experiencing material software challenges; (2) that these software issues adversely affected how the device's Qualcomm chipset, which supported Band 14 access, connected to AT&T's carrier network configuration; (3) that the Company's XP5 and XP3 devices were experiencing material software defects that adversely affected their optimization with certain accessories; (4) that, as a result, the Company was reasonably likely to delay the launch of new products; (5) that, as a result of the foregoing, the Company's financial results would be materially and adversely impacted; and (6) that, as a result of the foregoing, Defendants' positive statements about the Company's business, operations, and prospects, were materially misleading and/or lacked a reasonable basis.
- Nasdaq: SWWCMerger & Buyout
Shareholder investigation of the $11.00 per share, roughly $275 million take-private of SouthWest Water Company by investors advised by J.P. Morgan Asset Management and Water Asset Management.
SouthWest Water Company said it agreed to be acquired by institutional investors for $11 per share, or about $275 million, in cash, taking the water treatment company private. SouthWest, which provides water production and wastewater treatment services, said investors advised by J.P. Morgan Asset Management and Water Asset Management LLC will buy the company. The deal represents a 56 percent premium to the stock's closing price on Tuesday and has an enterprise value of about $427 million, after taking into account the company's outstanding debt, SouthWest said.
- NYSE: SRXMerger & Buyout
Shareholder investigation of Providence Equity Partners' all-cash agreement to acquire SRA International at $31.25 per share, about $1.88 billion.
- Year
- 2011
SRA International, Inc. (NYSE: SRX), a leading provider of technology and strategic consulting services and solutions to government organizations and commercial clients, today announced it has entered into a definitive merger agreement under which SRA will be acquired by an affiliate of Providence Equity Partners in an all-cash transaction.
Pursuant to terms of the agreement, SRA shareholders will receive $31.25 in cash for each share of common stock, for a total value of approximately $1.88 billion. The transaction represents a 10.2% premium based on the closing price of $28.36 on March 31, 2011 and a premium of 52.8% over the closing price of $20.45 on Dec. 31, 2010, the company's unaffected share price.
SRA's Board of Directors, acting upon the recommendation of a Special Committee consisting of independent and disinterested Directors and in conjunction with the Special Committee's outside financial and legal advisors, unanimously approved the transaction and recommended that SRA shareholders approve the transaction, with SRA Founder and Chairman Dr. Ernst Volgenau abstaining.
- NYSE: SXEMerger & Buyout
Shareholder investigation of CGI Group's $37.50 per share cash tender offer for Stanley Inc., an enterprise value of about $1.07 billion.
CGI Group Inc. (NYSE: GIB; TSX: GIB.A), a leading provider of information technology and business processing services, and Stanley Inc. (NYSE: SXE), a premier provider of information technology services and solutions to U.S. defense, intelligence and federal civilian government agencies, today announced that they have entered into a definitive merger agreement for CGI to acquire Stanley through a cash tender offer at $37.50 per share, representing an enterprise value of approximately $1.07 billion. The per share purchase price represents a premium of 23.3% over Stanley's 30-day volume weighted average stock price and 38.3% over its 60-day average. The transaction will be funded from CGI's cash on hand and existing credit facilities. The proposed transaction has been unanimously approved by the board of directors of both companies. In addition, certain Stanley board members and executive officers have signed a voting agreement in support of the offer.
- NYSE/AMEX: SGSMerger & Buyout
Shareholder investigation after the Stream Global Services board rejected Trillium Capital's unsolicited proposals to acquire the company at $4.65 and then $4.75 per share.
- Year
- 2010
Stream Global Services Inc. (NYSE/AMEX: SGS) announced that it has rejected an unsolicited non-binding indication of interest from Trillium Capital LLC to acquire 100% of the issued and outstanding common shares of Stream for $4.65 per share. At the time Trillium Capital issued its press release publicly, Trillium had already made a higher non-binding indication of interest ($4.75 per share) and in response been told by the holders of over 85% of Stream's outstanding common shares that they had "no interest". Trillium is led by Mr. Scott Murray, who resigned from Stream pursuant to a Separation Agreement dated August 19, 2010, which provided, in part, that his separation was to be treated for specified purposes as a "termination without Cause".
- NYSE: SYKSecurities Class Action
Securities class action alleging Stryker concealed FDA manufacturing compliance violations and the revenue impact of a hip implant recall.
- Class period
- January 25, 2007 to November 13, 2008
- Court
- U.S. District Court for the Southern District of New York
- Year
- 2008
A class action lawsuit has been filed in the United States District Court for the Southern District of New York on behalf of purchasers of the common stock of Stryker Corporation (NYSE: SYK) between January 25, 2007 and November 13, 2008, inclusive (the "Class Period"), seeking to pursue remedies under the Securities Exchange Act of 1934 (the "Exchange Act"). The complaint charges Stryker and certain of its officers and executives with violations of the Exchange Act. Stryker is a medical technology company. Stryker manufactures and sells medical devices, primarily orthopedic surgical implants, and medical equipment.
The complaint alleges that, throughout the Class Period, defendants failed to disclose material adverse facts about the Company's true financial condition, business and prospects. Specifically, the complaint alleges that defendants: i) violated federal regulations regarding the manufacture of medical devices; ii) subjected the Company to unnecessary risks of sales disruptions, lower revenues and product liabilities due to product recalls; and iii) hid hundreds of millions of dollars of additional compliance costs both prior to and during the Class Period, allowing defendants to falsely report and/or project 20%+ earnings growth for Stryker during 2006, 2007 and 2008.
On November 13, 2008, during an investor conference hosted by Credit Suisse, Stryker revealed that it was still losing revenues and customers as a result of a January 2008 hip product recall. Following these statements Stryker common declined 23% closing at $36.11 per share on November 20, 2008.
- NYSE: RGRSecurities Class Action
Securities class action alleging Sturm, Ruger concealed inventory reductions and an inflated order backlog. The stock fell about 37% in a single day.
- Class period
- April 23, 2007 to October 29, 2007
- Court
- U.S. District Court for the District of Connecticut
- Year
- 2007
A class action lawsuit was filed in the United States District Court for the District of Connecticut on behalf of purchasers of Sturm, Ruger & Company, Inc. (NYSE: RGR) common stock between April 23, 2007 and October 29, 2007 (the "Class Period"). The complaint charges Sturm Ruger and certain of its officers and directors with violations of the Securities Exchange Act of 1934. Sturm Ruger's primary business is the design, manufacture and sale of firearms.
The complaint alleges that, during the Class Period, defendants made positive statements about the Company's revenues and earnings. As alleged in the complaint, these statements were materially false and misleading because defendants misrepresented and/or failed to disclose the following adverse facts, among others: (i) that the reductions in inventory balances by Sturm Ruger in the first and second quarters of 2007 had reduced the Company's parts and components inventories below efficient levels, preventing Sturm Ruger's manufacturing units from meeting production and shipment schedules and resulting in the Company's inability to sustain current or historical sales levels; (ii) that Sturm Ruger's "backlog" of unfilled purchase orders was materially inflated because of the Company's inability to meet current production and shipping schedules due to inventory shortages; (iii) that orders received from the Company's independent distributors were artificially boosted by the Company's mandated change to firm and noncancellable purchase order submissions and were not reflective of actual demand for the Company's products; (iv) that Sturm Ruger's independent distributors were carrying large quantities of the Company's unsold products, increasing the risk that these distributors would reduce or curtail their future purchases; and (v) that based on the above, defendants had no reasonable basis for their positive statements and opinions concerning Sturm Ruger's current financial performance and condition.
The truth came out on October 24, 2007, when the Company announced that its firearm sales for the third quarter of 2007 fell 26%, resulting in a loss of $0.03 per share, and that sales had declined due to inventory issues at its distributors. Following this news, the price of Sturm Ruger's common stock fell by $6.45 per share, closing at $10.65 per share, a one-day decline of more than 37% on volume of 4.1 million shares.
- NASDAQ: SNDLSecurities Class Action
Securities class action alleging Sundial Growers' IPO materials concealed that a licensed producer had rejected and returned 554 kilograms of contaminated cannabis. The stock traded nearly 40% below its $13.00 IPO price.
- Class period
- July 28, 2019 to September 25, 2019
- Court
- U.S. District Court for the Western District of Louisiana
- Year
- 2019
A class action has been filed in the United States District Court for the Western District of Louisiana on behalf of purchasers of Sundial Growers Inc. (NASDAQ: SNDL) securities during the period between July 28, 2019 through Sept. 25, 2019 (the "Class Period").
On August 1, 2019, Sundial closed its initial public offering ("IPO"), in which it sold 11 million shares at $13.00 per share for gross proceeds of $143 million. In the Registration Statement for the IPO, the Company stated that it produces "produce high-quality, consistent cannabis."
On August 14, 2019, cannabis producer Zenabis Global Inc. ("Zenabis") revealed that "[c]ertain third-party producers failed to supply saleable cannabis in line with contractual obligations. Due to quality issues, Zenabis had to return or reject a total of 554 kg of cannabis from a third-party."
On August 19, 2019, MarketWatch published an article stating that Sundial had sold the cannabis to Zenabis. The article also stated that the cannabis was returned "because it contained visible mold, parts of rubber gloves and other non-cannabis material, according to people familiar with the matter."
The same day, the Company confirmed that it was resolving an "isolated immaterial matter between Sundial and [a] Licensed Producer."
Since the IPO, Sundial's shares have traded as low as $7.86 per share, or nearly 40% below the $13 IPO price.
The complaint filed in this class action alleges that Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company's business, operations, and prospects. Specifically, Defendants failed to disclose to investors: (1) that Sundial failed to supply saleable cannabis in line with contractual obligations to Zenabis Global Inc.; (2) that due to material quality issues, Zenabis had to return or reject a total of 554 kg of cannabis to Sundial, valued at approximately U.S. $1.9 million (C$2.5 million).
- NYSE: SVUSecurities Class Action
Securities class action alleging Supervalu issued unreasonably optimistic fiscal 2010 guidance in order to complete a $1 billion note offering.
- Class period
- April 23, 2009 to June 23, 2009
- Court
- U.S. District Court for the Southern District of New York
- Year
- 2009
A class action lawsuit was filed in the United States District Court for the Southern District of New York on behalf of purchasers of the common stock of Supervalu Inc. (NYSE: SVU) during the period from April 23, 2009 through June 23, 2009. The Complaint alleges that the Company disseminated unreasonable highly positive guidance for the Company's financial performance for fiscal 2010, in order to close a $1 billion note offering in May 2009. Indeed, positive guidance on April 23 generated such interest in the Company it was able to offer $500 million in new notes and almost immediately increased the offering to $1 billion. On May 7, 2009, the Company announced the completion of its $1 billion note offering, which was needed to retire existing outstanding indebtedness of the Company which was shortly coming due.
Then, after the refinancing was complete, on June 24, 2009, the Company revealed that first quarter 2010 earnings would be substantially below expectations, and that the previous fiscal 2010 guidance would be updated in light of an unexpectedly poor first quarter. As a result, Supervalu shares dropped almost 12% on very heavy trading volume.
- NASDAQ: SYNTMerger & Buyout
Shareholder investigation of the sale of Syntel to Atos S.E. at $41.00 per share, examining whether the sale process and disclosures shortchanged shareholders.
The firm is investigating Syntel, Inc. (SYNT) relating to the sale of the Company to Atos S.E. ("Atos"). Under the terms of the agreement, Syntel shareholders are only anticipated to receive $41.00 in cash for each SYNT share they own.
The investigation focuses on whether Syntel and its Board of Directors violated securities laws and/or breached their fiduciary duties to the Company's stockholders by 1) failing to conduct a fair process, 2) whether and by how much this proposed transaction undervalues the Company by and 3) failing to disclose all material financial information in connection with the upcoming shareholder meeting.
- Nasdaq: TISIBoard / Regulatory Investigation
Shareholder derivative investigation of Team Inc. over alleged Foreign Corrupt Practices Act violations at its Trinidad branch, which drew SEC and Justice Department scrutiny.
- Year
- 2009
The firm is investigating a derivative case against Team Inc., a Texas corporation headquartered in Texas, provides specialized industrial services worldwide, including leak repair, emissions control, and energy management. Because the Company operates internationally, Team is subject to the Foreign Corrupt Practices Act (FCPA).
In the Spring of 2009, Team announced that its Audit Committee had found evidence of improper payments from its Trinidad branch to government entities, and a full investigation of Team's FCPA violations has been ongoing since, internally, and by the SEC and Dept. of Justice. The financial impact on the Company is significant, and has cost the Company more than $3 million to investigate so far, but shareholders have no idea how widespread this practice is and have no assurance that the Company has this issue under control. Team has also turned over documents to the SEC and DOJ in connection with its FCPA probe. We are evaluating whether to send a demand or to file a complaint, but we seek to discover who paid the bribes, and how far up the corporate hierarchy the authorization of the bribes went (i.e., if the CEO authorized them, he should pay the Company for the money it has expended on the bribes and the subsequent investigative costs).
- NYSE: TFXBoard / Regulatory Investigation
Investigation into whether the board of directors of Teleflex Incorporated breached its fiduciary duties to shareholders or violated the federal securities laws.
The firm is investigating potential claims against the board of directors of Teleflex Incorporated (NYSE: TFX) concerning whether the board has breached its fiduciary duties to shareholders or violated the federal securities laws.
- NYSE: TMESecurities Class Action
Securities class action alleging Tencent Music's exclusive licensing arrangements with major record labels were anticompetitive under Chinese antimonopoly law, contrary to its IPO disclosures.
- Class period
- December 12, 2018 to August 26, 2019
- Court
- U.S. District Court for the Eastern District of New York
- Year
- 2019
A class action has been filed in the United States District Court for the Eastern District of New York on behalf of purchasers of Tencent Music Entertainment Group (NYSE: TME) securities during the period between December 12, 2018 and August 26, 2019, (the "Class Period").
According to the complaint, in December 2018, Tencent Music completed its initial public offering ("IPO") of 41,029,829 ADSs for $13.00 per ADS. In its official filings with the SEC, Tencent Music highlighted its "strong partnerships" with a wide range of music labels including Sony Music Entertainment, Universal Music Group, Warner Music Group, and others, assuring that its business competed within normal competitive conditions and that its sub-licensing was "in accordance with the terms of relevant master license and distribution agreements." However, these representations were materially false and failed to disclose that Tencent Music's exclusive licensing arrangements with major record labels were actually anticompetitive, which allowed Tencent Music to charge unreasonably expensive sublicensing fees, violating Chinese antimonopoly laws. Then, on August 27, 2019, Bloomberg reported that China's antitrust authority was investigating the exclusive licensing deals between Tencent Music Group and the previously mentioned major record labels. On this news, Tencent Music ADSs fell 6.8% to close at $12.57 and have yet to recover.
- NYSE: TEXSecurities Class Action
Securities class action alleging Terex Corporation failed to record asset impairments and concealed falling demand in key business segments.
- Class period
- February 20, 2008 to September 4, 2008
- Court
- U.S. District Court for the District of Connecticut
- Year
- 2008
A class action lawsuit has been filed in the United States District Court for the District of Connecticut on behalf of purchasers of the common stock Terex Corporation between February 20, 2008 and September 4, 2008 seeking to pursue remedies under the Securities Exchange Act of 1934 (the "Exchange Act"). The complaint charges Terex and certain of its officers and executives with violations of the Exchange Act. Terex operates as a diversified global manufacturer. The Company manufactures a range of equipment for use in various industries, including the construction, infrastructure, quarrying, surface mining, shipping, transportation, refining, and utility industries.
The complaint alleges that, throughout the Class Period, defendants failed to disclose material adverse facts about the Company's true financial condition, business and prospects. Specifically, the complaint alleges that defendants failed to disclose: (i) that the Company failed to properly and timely account for impaired assets in its "Construction" and "Roadbuilding, Utility Products and Other" segments; (ii) that the Company was experiencing declining demand for its products in its Construction, Materials Processing and Aerial Work Platforms segments; and (iii) as a result of the foregoing, defendants lacked a reasonable basis for their positive statements about the Company and its prospects.
On September 4, 2008, Terex announced that it was updating its "2008 full year guidance and providing quarterly guidance due to changing market conditions." In response to these statements which revealed various adverse factors negatively impacting Terex's business, the price of Terex stock fell $9.30 per share, or 20%, to close at $38.02 per share.
- NYSE: TXTSecurities Class Action
Securities class action alleging Textron concealed a glut of Arctic Cat dealer inventory and the discounting required to clear it.
- Class period
- January 31, 2018 to October 17, 2018
- Court
- U.S. District Court for the Southern District of New York
- Year
- 2018
A class action has been filed in the United States District Court for the Southern District of New York on behalf of purchasers of Textron, Inc. (NYSE: TXT) securities during the period between January 31, 2018 to October 17, 2018, (the "Class Period").
The complaint charges Textron and certain of its officers with violations of the Securities Exchange Act of 1934. Textron is a global manufacturer and distributor of small aircrafts and recreational vehicles. On March 6, 2017, Textron expanded its recreational vehicle business through its $316 million acquisition of Arctic Cat Inc. ("Arctic Cat"). Upon the completion of this transaction, Arctic Cat became an indirect wholly-owned subsidiary of Textron. Arctic Cat designs and manufactures a variety of recreational vehicles, including all-terrain vehicles and snowmobiles. Arctic Cat revenues are generated through sales to independent dealers.
The complaint alleges that throughout the Class Period, defendants made false and misleading statements and/or failed to disclose adverse information regarding Textron's business and prospects. Specifically, contrary to defendants' repeated representations touting Arctic Cat as an important growth business for the Company and their reassurances to investors about dealer demand, end-market sales and earnings prospects for Arctic Cat products, end-market sales of Arctic Cat products were slowing, resulting in a massive glut of old Arctic Cat inventory on dealers' floors. As a consequence, in order to clear out this excess Arctic Cat inventory, Textron would be required to provide significant price discounts, which would negatively impact its earnings. As a result of defendants' false statements and omissions, the price of Textron common stock was artificially inflated to a high of more than $72 per share during the Class Period.
The truth about Arctic Cat's inventory problems was revealed on October 18, 2018, when Textron reported weak third quarter 2018 earnings and cut its full-year 2018 forecast. The Company blamed the shortfall on heavy discounts issued by Textron to clear out old Arctic Cat inventory. Analysts immediately lowered their price targets on Textron stock, citing the inventory concerns at Arctic Cat. On this news, the price of Textron stock fell $7.29 per share, or more than 11%, to close at $57.49 per share on October 18, 2018.
- Nasdaq: TGEMerger & Buyout
Shareholder investigation of Dawson Geophysical's stock-for-stock merger with TGC Industries at 0.188 Dawson shares per TGC share, worth roughly $8.00 per share.
- Year
- 2011
Dawson Geophysical Company (Nasdaq: DWSN) and TGC Industries, Inc. (TGC) (Nasdaq: TGE) announced they have entered into a merger agreement dated March 20, 2011 whereby Dawson will acquire TGC in a tax-free stock-for-stock transaction. The combined company will retain the Dawson name and trading symbol. Based on the NASDAQ closing prices of Dawson and TGC shares on Friday, March 18, 2011, the transaction is valued at approximately $157 million, representing approximately $8.00 per TGC share.
Pursuant to the terms of the merger agreement, at the effective time of the merger, TGC shareholders will receive 0.188 shares of Dawson stock for every one share of TGC stock, provided that the average of the volume weighted average price of Dawson common stock on the NASDAQ during the ten consecutive trading days ending on the second business day prior to the date of the shareholders' meetings of Dawson and TGC to be called for the purpose of approving the transaction is equal to or greater than $32.54 but less than or equal to $52.54. In the event that the average of the volume weighted average price of Dawson's common stock is outside of that range, then the parties, at their respective option, shall be entitled to terminate the transaction following good faith negotiations to determine a modified, mutually acceptable exchange ratio. For the ten consecutive trading days ended March 18, 2011, the average of the volume weighted average price of Dawson's common stock was $44.16.
At the closing of the transaction, it is anticipated that Dawson will issue approximately 3.7 million shares in exchange for the approximately 19.6 million shares of TGC stock outstanding. Upon completion of the transaction, Dawson will have approximately 11.7 million shares outstanding, with current Dawson shareholders owning approximately 68% of the combined company and current TGC shareholders owning approximately 32%.
Boards of Directors of both companies have approved the transaction, and directors and officers representing approximately 29% of TGC outstanding shares and approximately 4% of Dawson outstanding shares have agreed to vote in favor of the Merger.
The closing of the transaction is anticipated to be completed by late second quarter or early third quarter of 2011, subject to approval by holders of 80% of the outstanding shares of TGC and a majority of the Dawson shares present and voting at the special meeting, as well as certain other closing conditions and regulatory approvals.
- Nasdaq: THMDMerger & Buyout
Shareholder investigation of Irving Place Capital's agreement to acquire Thermadyne Holdings at $15.00 per share, a premium of only about 2% to the prior close.
Thermadyne Holdings Corp., which makes metal cutting and welding products, said that it has agreed to sell the company to the private equity firm Irving Place Capital for about $214.7 million. The company said its board has unanimously approved the sale, which is subject to shareholder approval. Angelo, Gordon & Co., which owns 33 percent of Thermadyne common stock, has agreed to vote its shares in favor of the deal, the company said. Under the deal, shareholders will receive $15 cash for each share of Thermadyne, a premium of 2 percent over their Monday closing price of $14.72 and 18 percent over the average closing price during the last 30 trading days. The buyers are also assuming $201.9 million in debt. Including fees, the company said the overall value of the transaction is almost $422 million.
- NYSE: THOSecurities Class Action
Securities class action filed after Thor Industries delayed a quarterly report pending a review of certain accounting positions. The stock fell about 27%.
- Class period
- November 30, 2009 to June 10, 2010
- Court
- U.S. District Court for the Southern District of Ohio
- Year
- 2010
A class action has been commenced in the United States District Court for the Southern District of Ohio on behalf of all persons or entities who purchased shares of Thor Industries, Inc. (NYSE: THO) common stock between November 30, 2009 and June 10, 2010 inclusive (the "Class Period"). On June 10, 2010 Thor issued a press release in which it announced that it was delaying the release of the Company's 10-Q due to their evaluation of certain accounting positions previously taken in its audited financial statements. If the Company is required to change its accounting for these items, there could be material adverse changes to Thor's results of operations and financial condition for fiscal 2009 and for the first three quarters of fiscal 2010. The price of Thor common stock was trading at $28.39 per share prior to the release of the news, and traded as low as $20.74 per share after the news was revealed -- a precipitous decline of approximately 27%.
- NASDAQ: TOMOMerger & Buyout
Shareholder investigation of Accuray's agreement to acquire TomoTherapy for $4.80 per share in cash and stock, a transaction valued at about $277 million.
Accuray (Nasdaq: ARAY), a global leader in the field of radiosurgery, and TomoTherapy Incorporated (Nasdaq: TOMO), creator of advanced radiation therapy solutions for cancer care, today announced that they have signed a definitive agreement under which Accuray will acquire TomoTherapy for $4.80 per share in cash and stock, or a total of approximately $277 million.
- NYSE: TMSecurities Class Action
Securities class action on behalf of holders of Toyota American Depositary Shares, alleging the company concealed a design defect causing unintended acceleration before recalling about 2.3 million vehicles.
- Class period
- August 4, 2009 to February 2, 2010
- Court
- U.S. District Court for the Central District of California
- Year
- 2010
A class action has been filed in the United States District Court for the Central District of California on behalf of purchasers of Toyota Motor Corporation (NYSE: TM) publicly traded securities, including American Depositary Shares ("ADSs"), during the period between August 4, 2009 and February 2, 2010 (the "Class Period"). The complaint alleges that during the Class Period, defendants issued materially false and misleading statements regarding the Company's operations and its business and financial results and outlook. Defendants misled investors by failing to disclose that there was a major design defect in Toyota's acceleration system, which could cause unintended acceleration. As a result of defendants' false statements, Toyota's securities traded at artificially inflated prices during the Class Period, reaching a high of $91.78 per ADS on January 19, 2010.
On January 21, 2010, Toyota announced it would be recalling 2.3 million Toyota brand vehicles in North America because of problems with the accelerator pedal sticking. On February 2, 2010, after the market closed, Toyota reported that its U.S. sales for January 2010 had dropped by 16% from a year ago due to the recall and subsequent sales suspension of its most popular models. Then, on February 3, 2010, before the market opened, Toyota announced that it had received reports of brake problems in its 2010 model year Prius hybrid. As a result of this news, Toyota's ADSs fell $4.69 per share, closing at $73.49 per share on February 3, 2010, on high volume. Toyota's common stock also dropped approximately 6%.
- Nasdaq: TRBNMerger & Buyout
Shareholder investigation of Emergent BioSolutions' acquisition of Trubion Pharmaceuticals, offering $4.55 per share up front plus contingent value rights worth up to $38.7 million.
Trubion Pharmaceuticals, Inc. (Nasdaq: TRBN) announced the signing of a definitive merger agreement with Emergent BioSolutions Inc. (NYSE: EBS), in which Emergent has agreed to acquire Trubion. Under the terms of the agreement, each share of Trubion common stock will be converted into the right to receive an upfront payment of $1.365 per share in cash and 0.1641 shares of Emergent BioSolutions common stock. The upfront payment represents a value of $4.55 per share, or approximately $96.8 million, based on Trubion's total common shares outstanding, the net value of dilutive stock options, and the trading average of Emergent BioSolutions common stock for the five days prior to the signing of the definitive agreement.
Trubion Pharmaceuticals stockholders will also receive one Contingent Value Right (CVR) per share, which will entitle the holder to receive cash payments based upon achievement of the following predefined milestones:
Milestone Event Applicable Payment Initiation of the first Phase 2 clinical study for TRU-016 $1.75 million Release of TRU-016 manufactured for use in clinical studies $10.0 million Initiation of dosing in the first Phase 2 clinical study for a non-CD20 target $0.75 million Initiation of the first Phase 3 clinical study in oncology indication for TRU-016 $15.0 million Initiation of dosing in the first Phase 3 clinical study for the first major indication for CD20 candidate $6.25 million Initiation of dosing in the first Phase 3 clinical study for the second major indication for CD20 candidate $5.0 million The total potential aggregate value of the CVRs is $38.7 million over a 36-month period, post-closing. The combination of the upfront consideration along with the potential value of the CVRs results in total consideration of up to $135.5 million for Trubion stockholders.
- NYSE: UBERSecurities Class Action
Securities Act class action over Uber's May 2019 IPO, alleging the registration statement failed to disclose how quickly the company was increasing driver and rider subsidies and what that meant for its cost base.
- Class period
- Purchasers pursuant and/or traceable to the Registration Statement for Uber's May 2019 IPO
- Court
- U.S. District Court for the Northern District of California
- Year
- 2019
A class action lawsuit has been filed in the United States District Court for the Northern District of California on behalf of all those who purchased Uber Technologies, Inc. (NYSE: UBER) pursuant and/or traceable to the registration statement and related prospectus (collectively, the "Registration Statement") issued in connection with Uber's May 2019 initial public stock offering (the "IPO" or the "Offering").
The complaint alleges that the Registration Statement was false and/or misleading statements and/or failed to disclose that: (1) at the time of the Offering, Uber was rapidly increasing subsidies for drivers and customer's rides and meals in a bid for market share, which caused the Company's sales and marketing expenses to swell; (2) Defendants were cutting (or planned to cut) costs in key areas that undermined the Company's central growth opportunities; and (3) as a result, defendants' statements about Uber's business, operations, and prospects were materially false and misleading and/or lacked a reasonable basis at all relevant times.
- NasdaqGM: ULCMMerger & Buyout
Shareholder investigation of Platinum Equity's acquisition of Ulticom for $2.33 per share plus a $5.74 per share special dividend, a total of $8.07 per share and a premium of roughly 5%.
- Year
- 2010
Ulticom, Inc. announced that it has signed a definitive merger agreement with affiliates of Platinum Equity, LLC providing for the acquisition of Ulticom by an affiliate of Platinum Equity for merger consideration of $2.33 per share in cash, after payment of a special dividend in the amount of $5.74 per share in cash. Shares held by Ulticom's controlling shareholder, Comverse Technology, Inc. will be purchased by Platinum Equity's affiliate pursuant to a separate share purchase agreement immediately prior to the closing of the merger. Under the terms of the share purchase agreement, Comverse will receive up to $2.33 per share, with a portion of such amount to be deferred and at risk based on the Company's financial performance post-closing. The $8.07 per share to be received by shareholders represents approximately a 5% premium to the closing price of the Company's common stock on October 11, 2010 and approximately a 4% premium to the average closing price for the prior 30 days.
Under the terms of the definitive merger agreement, which was unanimously approved by Ulticom's Board of Directors, Ulticom's public shareholders will receive $2.33 per share in cash, after payment of a special dividend by the Company of $5.74 per share. The special dividend is subject to shareholder approval of the transaction and will be paid prior to the purchase of the Comverse shares and the merger, to shareholders of record at the close of business on November 24, 2010. The Company anticipates that pursuant to NASD Rule 11140, the ex-dividend date will be the day after the dividend payment date. Accordingly, the stock will continue to trade with the right to receive the dividend after the record date.
The transaction is expected to close by the end of the Company's fourth fiscal quarter of 2010 and is subject to customary closing conditions, regulatory approvals, approval by Ulticom's shareholders, including a majority of Ulticom shares that are not owned by Comverse, and payment of the special dividend. The transaction is not conditioned on receipt of financing by the acquirer. A special meeting of Company shareholders is currently scheduled for December 2, 2010 at 9 a.m. local time, to be held at the Enterprise Center at Burlington County College, 3331 Route 38, Mount Laurel, New Jersey 08054. The Board of Directors of Ulticom has established a record date of the close of business on October 26, 2010 to determine shareholders entitled to vote at the special meeting.
- Nasdaq: UNCAMerger & Buyout
Shareholder investigation of IBM's agreement to acquire Unica Corporation at $21.00 per share, about $480 million net of cash.
IBM (NYSE: IBM) and Unica Corporation (Nasdaq: UNCA) announced they have entered into a definitive agreement for IBM to acquire Unica in a cash transaction at a price of $21 per share, or at a net price of approximately $480 million, after adjusting for cash. A publicly held company in Waltham, Mass., Unica will expand IBM's ability to help organizations analyze and predict customer preferences and develop more targeted marketing campaigns. The acquisition, which is subject to Unica shareholder approval, applicable regulatory clearances and other customary closing conditions, is expected to close in the fourth quarter of 2010.
- NYSE: VALSecurities Class Action
Securities class action alleging Valaris concealed weakness in its ultra-deepwater segment and negative cash flow following the Ensco-Rowan merger.
- Class period
- April 11, 2019 to July 31, 2019
- Court
- U.S. District Court for the Southern District of New York
- Year
- 2019
A class action has been filed in the United States District Court for the Southern District of New York on behalf of purchasers of Valaris plc (NYSE: VAL) securities during the period between April 11, 2019 to July 31, 2019, (the "Class Period").
The complaint charges Valaris and certain of its officers with violations of the Securities Exchange Act of 1934. Valaris provides offshore drilling services, operating in various water depths worldwide. The Company has a rig fleet of ultra-deepwater drillships, versatile semisubmersibles, and modern shallow-water jackups. On April 11, 2019, Ensco plc and Rowan Companies plc merger to form Ensco Rowan plc. The merged company was touted as an industry leading offshore driller. On July 2, 2019, Ensco Rowan announced it would change its name to Valaris plc, effective July 31, 2019.
The complaint alleges that throughout the Class Period, defendants made materially false and misleading statements and/or failed to disclose material adverse facts about the Company's business, operations, and prospects. Specifically, defendants failed to disclose that the Company was plagued by a weak ultra-deepwater segment, massive cash usage, and significant negative cash flow, which was reasonably likely to have a material negative impact on the Company's second quarter 2019 results, and that the merger leading to Valaris's establishment could not deliver on its touted benefits. As a result of this information being withheld from the market, Valaris securities traded at artificially inflated prices, reaching more than $17 per share during the Class Period.
Then on July 31, 2019, Valaris announced second quarter 2019 financial results, its first earnings report reflecting the results of the combined company, that missed market expectations. On August 2, 2019, Seeking Alpha published an article, entitled "Valaris PLC - Off To A Bad Start," which noted that Valaris's results "shock[ed] investors with massive cash usage [and a] . . . surprisingly weak outlook for the ultra-deepwater segment with further dayrate recovery likely delayed until at least the second half of next year." The Seeking Alpha article further criticized the Company's free cash flow for the quarter, which was "negative by a whopping $375 million causing the company's remaining pro forma cash balance adjusted for roughly $741 million in payments related to the recent debt tender offer to decline to just $353 million." On this news, Valaris's share price fell $3.25 per share, or approximately 39%, over the two trading days following the Company's earnings announcement, to close at $5.02 per share on August 2, 2019.
- Nasdaq: VRAYSecurities Class Action
Securities class action alleging ViewRay overstated its reported backlog and concealed falling demand tied to Medicare reimbursement changes. The stock fell more than 50% on August 9, 2019.
- Class period
- March 15, 2019 to August 8, 2019
- Court
- U.S. District Court for the Northern District of Ohio
- Year
- 2019
A class action has been filed in the United States District Court for the Northern District of Ohio on behalf of purchasers of ViewRay, Inc. (Nasdaq: VRAY) securities during the period between March 15, 2019 to August 8, 2019 (the "Class Period").
The complaint alleges that throughout the Class Period, defendants issued materially false and misleading statements that failed to disclose adverse facts concerning the Company's business, operations and financial results. Specifically: (a) that demand for ViewRay systems had declined due in part to changes being made to Medicare reimbursement approaches first announced in November 2018 that could make purchases of new ViewRay systems less profitable for customers; (b) that the Company's reported backlog was overstated due to the inclusion of orders with insufficient surety as to permit for their inclusion in reported backlog; and (c) that as a result of the foregoing, defendants' positive statements about ViewRay's business metrics and financial prospects during the Class Period were materially false and misleading and/or lacked a reasonable basis.
On August 8, 2019, after the close of trading, ViewRay disclosed operational issues and slashed its previously issued full fiscal year 2019 financial guidance.
In response to this news, the price of ViewRay common stock price declined by more than 50%, or $3.64 per share, to close down at $3.10 per share on August 9, 2019, on unusually high trading volume of more than 26.6 million shares trading, or nearly 16x the average volume over the preceding ten trading days.
- NYSE: VMMerger & Buyout
Shareholder investigation of Sprint Nextel's $483 million all-stock acquisition of Virgin Mobile USA at $5.50 per share.
- Year
- 2009
Telecom giant Sprint Nextel unveiled a stock deal valued at $483 million on Tuesday (7/28/09) to acquire prepaid mobile phone company Virgin Mobile USA. The $5.50-a-share agreement represents a 13.1% premium from Virgin Mobile's closing price Monday (7/28/09) and includes the value of Sprint's current 13.1% stake in the company. Sprint will also retire Virgin Mobile's outstanding debt, which is expected to be no more than $205 million on Sept. 30.
- Nasdaq: VTALMerger & Buyout
Shareholder investigation of Toshiba Medical Systems' $18.75 per share cash tender offer for Vital Images, about $273 million in aggregate.
- Year
- 2011
Toshiba Medical Systems Corporation ("TMSC") and Vital Images, Inc. (Nasdaq: VTAL) ("Vital Images") announced that they have entered into a definitive agreement pursuant to which a subsidiary of TMSC ("Merger Sub") will acquire all of the outstanding shares of common stock of Vital Images for $18.75 per share, or approximately $273 million in the aggregate, through a cash tender offer followed by a merger. Under the terms of the agreement, which has been unanimously approved by each of Vital Images' and TMSC's boards of directors, Vital Images' shareholders will receive $18.75 in cash for each outstanding share of Vital Images common stock they own. This represents a 39 percent premium over the volume-weighted average Vital Images share price for the past 30 calendar days.
Under the terms of the agreement, it is anticipated that Merger Sub will commence a tender offer for all of the outstanding shares of Vital Images by May 11, 2011. The closing of the tender offer is conditioned on, among other things, the tender of at least a majority of the outstanding shares of Vital Images' common stock on a fully diluted basis, required regulatory approvals, including those of the Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary closing conditions. It is expected that the transaction will close in the second or third quarter of 2011.
- Nasdaq: VSLRSecurities Class Action
Securities class action alleging Vivint Solar's sales organization forged customer contracts, as reported by Marcus Aurelius Value.
- Class period
- March 5, 2019 to September 26, 2019
- Court
- U.S. District Court for the Eastern District of New York
- Year
- 2019
A class action lawsuit has been filed in the United States District Court for the Eastern District of New York on behalf of all those who purchased Vivint Solar, Inc. (Nasdaq: VSLR) during the Class Period, which is March 5, 2019 through September 26, 2019.
The complaint alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company's business, operations, and prospects. Specifically, Defendants failed to disclose to investors: (1) that the Company engaged in fraudulent practices, including forging customer contracts; (2) that, as a result, the Company's reported sales and megawatts installed were overstated; (3) that these practices were reasonably likely to lead to regulatory scrutiny: (4) that, as a result, the Company's earnings would be materially and adversely impacted; and (5) that, as a result of the foregoing, Defendants' positive statements about the Company's business, operations, and prospects, were materially misleading and/or lacked a reasonable basis.
On September 27, 2019, Marcus Aurelius Value published a report alleging that "28 undisclosed lawsuits . . . specifically allege Vivint forged customer contracts or otherwise engaged in fraud or deception."
On this news, the Company's share price fell $0.14 per share, or over 2%, to close at $6.55 per share on September 27, 2019, thereby injuring investors.
- NASDAQ: WTRHSecurities Class Action
Securities class action alleging Waitr Holdings overstated its profitability and take rate in connection with its Landcadia going-public transaction and its May 2019 secondary offering.
- Class period
- May 17, 2019 to August 8, 2019 (and/or pursuant or traceable to the November 2018 Landcadia going-public transaction or the May 2019 SPO)
- Court
- U.S. District Court for the Western District of Louisiana
- Year
- 2019
A class action has been filed in the United States District Court for the Western District of Louisiana on behalf of purchasers of Waitr Holdings Inc. (NASDAQ: WTRH) securities during the period between May 17, 2019 through August 8, 2019, (the "Class Period") and/or pursuant or traceable to Waitr's November 2018 going public transaction with Landcadia or in its May 2019 secondary public offering ("SPO").
According to the lawsuit, defendants pursuant or traceable to Waitr's November 2018 going public transaction with Landcadia, in its May 2019 SPO, and throughout the Class Period made false and/or misleading statements and/or failed to disclose that: (1) the Company was not on the verge of profitability; (2) it was not true that the Company was providing its services at a sustainable low take rate established at 15%; (3) it was not true that Waitr was able to extract efficiencies from its full time fixed-rate labor force that was purported to allow the Company to offer its services at a lower rate than competitors; (4) its software provided little or no competitive advantages and what first-mover advantage the Company claimed existed, was quickly squandered by the inability to obtain sophisticated high-level programmers and software engineers who could enable Waitr to refine and develop the software necessary to stay competitive in its market; (5) it was not true that Waitr maintained an adequate system of internal controls so as to report and eliminate material conflicts of interest; and (6) as a result, Waitr's public statements were materially false and misleading at all relevant times. When the true details entered the market, the lawsuit claims that investors suffered damages.
On August 8, 2019, Waitr reported dismal financial and operational results for second quarter 2019 and announced the termination of its CEO. On this news, Waitr's stock price fell 50% to close at $1.31, an almost 90% decline from its class period high of $15.00.
- NYSE: WMGMerger & Buyout
Shareholder investigation of the sale of Warner Music Group to Access Industries, which won the auction for the company at $8.25 per share, and of the returns realized by the private equity investors who had controlled it.
- Year
- 2011
Warner Music Group Corp. (NYSE: WMG) agreed to be acquired by Access Industries, the group controlled by Len Blavatnik, which won the auction for the company with an offer of $8.25 per share. Thomas H. Lee Partners (THL), together with Bain Capital and Providence Equity Partners, had led the 2004 buyout of the music business from Time Warner.
The investment reaped THL and its co-investors about $775 million in a series of dividends paid during the life of the investment, the bulk of which were paid in the first year, the source said. THL and co-investors' stake of about 56 million shares in Warner is worth about $460 million at Friday's (5/6/11) offer price of $8.25. Limited partners in a private equity fund are typically pension or endowment fund investors. These investors are separate from Bain Capital and Providence Equity Partners, the other private equity investors which invested in Warner in 2004 alongside THL. Billionaire Len Blavatnik's Access Industries won the auction for Warner Music with an offer of $8.25 a share.
- NYSE: WTSBoard / Regulatory Investigation
Investigation into whether the board of directors of Watts Water Technologies, Inc. breached its fiduciary duties to shareholders or violated the federal securities laws.
The firm is investigating potential claims against the board of directors of Watts Water Technologies, Inc. (NYSE: WTS) concerning whether the board has breached its fiduciary duties to shareholders or violated the federal securities laws.
- Nasdaq: WFTIQSecurities Class Action
Securities class action alleging Weatherford International concealed that it could not avoid a Chapter 11 restructuring.
- Class period
- October 26, 2016 to May 10, 2019
- Court
- U.S. District Court for the Southern District of Texas
- Year
- 2019
A class action has been filed in the United States District Court for the Southern District of Texas on behalf of purchasers of Weatherford International plc (Nasdaq: WFTIQ) securities during the period between October 26, 2016 to May 10, 2019, (the "Class Period").
Weatherford is one of the world's leading providers of equipment and services used in the drilling, evaluation, completion, production, and intervention of oil and natural gas wells. In May 2019, Weatherford announced it was initiating Chapter 11 bankruptcy proceedings. On November 16, 2016, Weatherford filed with the U.S. Securities and Exchange Commission a Preliminary Prospectus Supplement and a Post-Effective Amendment to an Automatic Shelf Registration Statement (the "Offering Documents") for the issuance of 84.5 million ordinary shares at $5.40 per share. The Equity Offering closed on November 21, 2016, generating gross proceeds of $456 million.
The Weatherford class action lawsuit alleges the Offering Documents were false and materially misleading and omitted material facts about Weatherford's financial condition in violation of ยงยง11 and 15 of the 1933 Act. In addition, the Weatherford class action lawsuit alleges that during the Class Period, defendants made materially false and misleading statements and/or omitted material adverse facts concerning Weatherford's purported "recovery" and "transformation plan" and, relatedly, Weatherford's ability to manage its debt and avoid bankruptcy. As a result of defendants' false and misleading statements and omissions, Weatherford's stock traded at artificially inflated prices during the Class Period, reaching highs of more than $6.50 per share. Then, on May 10, 2019, Weatherford announced it had entered into a restructuring plan with its noteholders and would be filing for bankruptcy protection. As a result of this announcement, the price of Weatherford stock fell 85% to close at $0.05 per share on May 13, 2019.
- AMEX: GIWMerger & Buyout
Shareholder investigation of Community Bank System's agreement to acquire The Wilber Corporation for $9.50 per share, a cash-and-stock deal valued at about $101.8 million.
Community Bank System, Inc. (NYSE: CBU) and The Wilber Corporation (AMEX: GIW) announced that they have entered into an agreement whereby Community Bank will acquire The Wilber Corporation for $101.8 million in Community Bank System stock and cash, or $9.50 per share. The transaction is expected to close in early 2011
- Nasdaq: ZOLLMerger & Buyout
Shareholder investigation of Asahi Kasei's tender offer to acquire Zoll Medical at $93.00 per share, a transaction valued at about $2.21 billion.
- Year
- 2012
The firm is investigating the following transaction on behalf of shareholders.
Japanese chemical manufacturer Asahi Kasei is buying Zoll Medical for about $2.21 billion to boost its presence in the resuscitation sector.
The deal, which was announced on Monday (3/12/12) and has been approved by the boards of directors of both companies, calls for Asahi to buy all of Zoll's outstanding shares for $93 through a tender offer, representing a premium of 23.8% to the U.S. company's closing price on March 9.
Shares of Zoll, which is a market leader in the U.S. resuscitation sector, climbed about 24% to an all-time high of $92.81 Monday morning.
The acquisition expands upon an earlier deal from July 2011 between the two that allowed Asahi to exclusively market and distribute Zoll's AED Plus automated external defibrillator in Japan, the first AED in Japan with a function supporting cardiopulmonary resuscitation that includes voice guidance and message displays.
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