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...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...more
8/30/2021
/ Audit Committee ,
Derivative Suit ,
Duty to Disclose ,
Earnings Reports ,
Failure To Disclose ,
Fiduciary Duty ,
Medical Devices ,
Omissions ,
Pharmaceutical Industry ,
Scienter ,
Securities Violations ,
Stock Prices
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...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...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....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....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....more
ISS has opened its annual benchmark policy survey. The survey usually foreshadows upcoming changes to its policies....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...more
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....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...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. ...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...more
6/22/2021
/ Arkansas Teacher Retirement System v Goldman Sachs Group ,
Basic v Levinson ,
Burden of Persuasion ,
Burden of Proof ,
Certiorari ,
Class Action ,
Class Certification ,
Conflicts of Interest ,
Goldman Sachs ,
Investors ,
Presumption of Reliance ,
SCOTUS ,
Securities Exchange Act ,
Securities Litigation ,
Shareholders
By a razor thin vote of 215 to 214, the House of Representatives passed the ESG Disclosure Simplification Act of 2021....more
6/18/2021
/ Business Strategies ,
Capital Investments ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Pending Legislation ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Standards ,
Securities and Exchange Commission (SEC) ,
Sustainability ,
Sustainable Finance
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...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...more
6/16/2021
/ Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Enforcement Actions ,
Escrow Accounts ,
First American Title Insurance Co. ,
Form 8-K ,
Personal Data ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Vulnerability Assessments
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....more
6/14/2021
/ 10b5-1 Plans ,
Cooling-Off Rule ,
Corporate Governance ,
Disclosure Requirements ,
Gary Gensler ,
Insider Trading ,
Investment Management ,
Non-Public Information ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Trades
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,...more
6/9/2021
/ Adverse Inference Instructions ,
Breach of Contract ,
Contract Terms ,
Corporate Sales Transactions ,
E-Commerce ,
Earn-Outs ,
Grocery Stores ,
Merger Agreements ,
Operational Requirements ,
Revenue ,
Subscription Services
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...more
Manichaean Capital, LLC et al v. Exela Technologies, Inc., et al begins with the Delaware Court of Chancery recounting the results of an appraisal action with respect to the acquisition of SourceHOV Holdings, Inc. The former...more
The House Financial Services Committee has approved the Climate Risk Disclosure Act of 2021. The bill now heads to the House floor....more
The Public Company Accounting Oversight Board has proposed a new rule provide a framework for its determinations under the Holding Foreign Companies Accountable Act, or the HFCAA....more
In connection with an M&A transaction, in In Re Pattern Energy Group Inc. Stockholders Litigation the Delaware Court of Chancery determined that that the plaintiff had stated a claim against the director defendants for breach...more
In Re Pattern Energy Group Inc. Stockholders Litigation involved an M&A transaction where the sales process of Pattern Energy Group Inc. was run by an undisputedly disinterested and independent special committee that...more
The Securities and Exchange Commission charged eight companies for failing to disclose in SEC Form 12b-25 filings, commonly known as Form NT, that their request for seeking a delayed quarterly or annual reporting filing was...more