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
In House v. Akorn, Inc. the United States District Court for the Norther District of Illinois Eastern division related to the proposed acquisition of Akorn by Frensenius Kabi AG. The plaintiffs in these cases sued Akorn and members of its board of directors seeking certain disclosures regarding the proposed acquisition.... Read More
In Chester County Employees’ Retirement Fund v. KCG Holdings, Inc. et al the Delaware Court of Chancery considered the interplay between the Corwin and Revlon doctrines. In July 2017, Virtu Financial, Inc. (“Virtu”) acquired KCG Holdings, Inc. (“KCG”) for $20 per share. A former KCG stockholder alleged KCG’s directors failed... Read More
In Marchand v. Barnhill et al the Delaware Supreme Court overturned the Court of Chancery’s decision to dismiss a complaint asserting a Caremark cause of action for failure to state a claim. The case involved Blue Bell Creameries USA, Inc., one of the country’s largest ice cream manufacturers. Blue Bell... Read More