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Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest

Minnesota Court Finds Structuring of Sale Transaction Did Not Violate Duty of Good Faith and Fair Dealing

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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

Topics: M&A

Supreme Court Holds Generic Nature of Statements Must Be Considered When Granting Class Certification in Securities Litigation

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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

Topics: Litigation, Public Companies and Securities

SEC Charges Issuer with Cybersecurity Disclosure Controls Failures

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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

Topics: Litigation, Public Companies and Securities

Buyer Potentially Liable for Earnout Even Though it had Right to Operate Target in its Discretion

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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

Topics: M&A