Calumet Specialty Products Partners, L.P. disclosed in its third-quarter 2017 Form 10-Q that, beginning in September 2017, Calumet’s implementation of its new enterprise resource planning (“ERP”) system had resulted in various “operating and reporting disruptions, including limitations on [Calumet’s] ability to ship product and bill customers, project [its] inventory requirements,... Read More
In a settled enforcement action, the SEC resolved allegations related to non-monetary transactions regarding certain Comscore transactions. The enforcement action also involved disclosures surrounding the number of customers. In 2014 and 2015, Comscore disclosed its total number of customers and net new customers added in quarterly earnings calls. Comscore also... Read More
The SEC recently settled an enforcement action against Mylan N.V., claiming Mylan failed to timely disclose to investors a possible loss relating to a nearly two-year Department of Justice probe into whether Mylan overcharged Medicaid by hundreds of millions of dollars for sales of EpiPen Auto-Injector by misclassifying EpiPen as... Read More
Activist investor Third Point LLC and three funds that it controls have agreed to settle Federal Trade Commission charges that the funds violated the premerger notification and waiting period requirements of the Hart-Scott-Rodino Act, or HSR Act, after they acquired the voting securities of Dow DuPont Inc. (“Dow DuPont”). Dow... Read More
The SEC charged TherapeuticsMD Inc., a pharmaceutical company headquartered in Boca Raton, Florida, with violations of Regulation FD based on its sharing of material, nonpublic information with sell-side research analysts without also disclosing the same information to the public. No individuals were charged. The company did not admit or deny... Read More
In Manti Holdings LLC et al v. Authentix Acquisition Company, Inc., the Delaware Court of Chancery held a stockholder could waive appraisal rights in a stockholders agreement. The Court noted: The stockholders agreement was not a contract of adhesion. Sophisticated parties were involved and were represented by counsel, and counsel... Read More
In this blog maintained by my colleagues Scott Hecht and Christina Arnone, Scott and Jessica Pixler of Stinson outline a recent case in the Delaware Superior Court where the Court ruled that a Delaware General Corporation Law § 262 appraisal action constituted a “Securities Claim” within the meaning of the... Read More
The SEC announced charges against Facebook Inc. for making misleading disclosures regarding the risk of misuse of Facebook user data. According to the SEC, for more than two years, Facebook’s public disclosures presented the risk of misuse of user data as merely hypothetical when Facebook knew that a third-party developer... Read More
In a public statement, SEC Chairman Jay Clayton discussed the historical interplay between settlement offers and related waiver requests. Chair Clayton noted: “Although settlement offers and waiver requests have generally been made contemporaneously, and resolution of both often is critical to achieving the necessary level of certainty, in recent years,... Read More
In Ephrat et al v medCPU, Inc., the Delaware Court of Chancery considered whether a separation agreement released claims of advancement pursuant to medCPU’s, or the company’s, certificate of incorporation. The plaintiffs, former officers and directors of the company, sued to enforce their rights to payments under a separation agreement.... Read More