In Houseman et al v. Sagerman et al the Plaintiffs challenged the enforceability of the indemnification provisions in a merger agreement amongst other things. The Merger Agreement provided for an indemnification escrow. A subset of the Shareholders collectively owning over 72% of target’s shares (the “Owners”) were parties to and... Read More
The United States District Court for the District of Minnesota decided a case where Plaintiff was a limited partner in an entity where the partnership interests were the subject of a Purchase Agreement entered into by the Defendants that controlled the limited partnership. Plaintiff alleged that Defendants breached the Partnership... Read More
In a recently settled SEC enforcement action, the defendant asked employees to sign an acknowledgement, upon hire and on an annual basis, that they had received, read, and would adhere to the defendant’s employee manual. The employee manual contained a “Communications with Regulators” section that stated, in relevant part: Employees... Read More
The Supreme Court issued its decision in Goldman Sachs Group, Inc., et al. v. Arkansas Teacher Retirement System, et al. The case analyzes what the Defendants considered were generic statements that did not have a price impact. The case is important because it addresses when a securities fraud case can... Read More
By a razor thin vote of 215 to 214, the House of Representatives passed the ESG Disclosure Simplification Act of 2021. The Act would require public companies to disclose in any proxy or consent solicitation material for an annual meeting of the shareholders: a clear description of the views of... Read More
The Interfaith Center on Corporate Responsibility, James McRitchie and As You Sow have sued the SEC to invalidate the most recent amendments to Rule 14a-8 which permits small shareholders to submit proposals to public companies for inclusion in proxy statements. According to the complaint, the SEC’s purported justifications for the... Read More
The SEC announced a settled enforcement action concerning First American Financial Corporation’s violations of disclosure controls and procedures. The violations related to disclosures made in connection with a cybersecurity vulnerability involving the company’s “EaglePro” application for sharing document images related to title and escrow transactions. According to the SEC, First... Read More
In public remarks SEC Gary Gensler hinted at the following changes to Rule 10b5-1: When insiders or companies adopt 10b5-1 plans, there’s currently no cooling off period required before they make their first trade. Chair Gensler worries that some bad actors could perceive this as a loophole to participate in... Read More
In Shareholder Representative Services LLC v Albertsons Companies, Inc., the aggrieved former shareholders of DineInFresh, Inc., d/b/a Plated, sought recovery of earnout consideration from Plated’s acquirer, Defendant, Albertsons Companies, Inc. Plated had failed to reach any of the earnout milestones set forth in the Merger Agreement and Albertsons, therefore, refused... Read More
In Re GGP, Inc. Stockholder Litigation arose out of a case where Brookfield Property Partners, L.P. and its affiliates acquired GGP. The merger agreement provided upon approval of a majority of the GGP stock unaffiliated with Brookfield, GGP would declare a pre-closing dividend amounting to about 98.5% of the deal... Read More