Most are familiar with the facts of the crashes of Boeing’s 737 MAX. Later Boeing stockholders brought a claim that Boeing’s directors failed them in overseeing mission-critical airplane safety to protect enterprise and stockholder value. The Delaware Court of Chancery issued an opinion that these Caremark claims survived a motion... Read More
Yatra Online, Inc., v. Ebix, Inc. concerned an abandoned merger that Plaintiff, Yatra Online Inc. (“Yatra”), asserts was sabotaged post-signing by Defendants, Ebix, Inc. and EbixCash Travels, Inc. after Ebix determined the deal was no longer attractive. Delays were encountered as an S-4 was awaiting SEC clearance and Ebix sought... Read More
Stockholders of Zimmer Biomet Holdings, Inc., brought a derivative law suit. Zimmer is a company that manufactures and markets various products in the highly regulated medical device industry. The plaintiffs’ claims stemmed from a September 12, 2016 “for cause” inspection of Zimmer’s North Campus site in Warsaw, Indiana by the... Read More
The SEC announced a settled enforcement action against Healthcare Services Group, Inc., John C. Shea, CPA, and Derya D. Warner regarding failure to make accruals for outstanding litigation. According to the SEC’s order: Under ASC 450-20-25-2, a loss contingency shall be accrued if (a) it is probable that an asset... Read More
The NYSE recently amended its related party transaction rules to align with Regulation S-K Item 404. The one key difference from Regulation S-K was that the NYSE did not apply the $120,000 transaction threshold which qualifies Regulation S-K. Therefore, theoretically, a $1 transaction could trip the NYSE rule, although that... Read More
Suzanne Flannery v. Genomic Health, Inc. et al is a case about the acquisition of Genomic Health, Inc. (“Genomic” or the “Company”) by Exact Sciences Corp. (“Exact”) pursuant to a Merger Agreement. Count I of the inevitable complaint asserted the Baker Brothers Entities, which were purportedly the controlling stockholders of... Read More
Online Healthnow, Inc. et al v. CIP OCL Investments, LLC et al considers whether certain indemnification limits violate the public policy of the State of Delaware. The opinion begins with the following passages: In a scene from the classic film Butch Cassidy and the Sundance Kid, the scofflaw protagonists are... Read More
Often in M&A transactions one stumbles across conversions to and from LLCs that do not strictly adhere with statutory formalities or terms of related limited liability company agreements. The Delaware Court of Chancery considered the validity of a conversion of a Delaware LLC to a Puerto Rico LLC in In... Read More
ISS has opened its annual benchmark policy survey. The survey usually foreshadows upcoming changes to its policies. Areas addressed in this year’s survey include: Should non-financial Environmental, Social, and/or Governance-related metrics be incorporated into executive compensation programs? Opinions regarding third-party racial equity audits. Detrimental and/or problematic practices for virtual only... Read More
The SEC has approved the Nasdaq board diversity rules. Diverse Board Representation In general, each Nasdaq listed company must have, or explain why it does not have, at least two members of its board of directors who are Diverse, including (i) at least one Diverse director who self-identifies as Female;... Read More