SAN FRANCISCO - A shareholder on June 13 sued an investment adviser and its board of directors in California federal court, seeking to halt the company's proposed merger deal with a financial planning firm until information necessary for shareholders to vote on the proposed deal is disclosed (Jerry Rubenstein v. Financial Engines Inc., et al., No. 18-3542, N.D. Calif.).
CINCINNATI - Finding that a government agency's interpretation is foreclosed by statute, the Sixth Circuit U.S. Court of Appeals on June 4 reversed a determination that a farming cooperative lost its status as an entity approved to make premium-rebate payments for 2005, 2006 or 2007 reinsurance years after its merger with a nongrandfathered cooperative (Sunrise Cooperative Inc. v. U.S. Department of Agriculture, et al., No. 17-3807, 6th Cir., 2018 U.S. App. LEXIS 14721).
DENVER - A 10th Circuit U.S. Court of Appeals panel affirmed dismissal of a securities class action May 11, ruling that the lead plaintiff failed to show that the defendants had a duty to disclose to investors that the defendants were in discussions with a second company when they announced a proposed merger deal with another company, that the discussions with the second company were material or that the defendants acted with the requisite scienter in failing to disclose the discussions (Employees' Retirement System of Rhode Island, et al. v. The Williams Companies Inc., et al., No. 17-5034, 10th Cir., 2018 U.S. App. LEXIS 12322).
LINCOLN, Neb. - A company was not required to list all possible financial disclosures that could possibly be relevant to the valuation of that company in an internal financial projection as part of a proxy statement for a proposed merger deal between two companies and, thus, the proxy report was not materially misleading, a federal judge ruled May 3 in granting a motion to dismiss in a securities class action (Jesse Campbell v. Transgenomic Inc., No. 17-3021, D. Neb., 2018 U.S. Dist. LEXIS 74789).
WASHINGTON, D.C. - A jury's finding of trade secret and patent infringement liability by a defendant stemming from failed merger negotiations was partly upheld May 1 by the Federal Circuit U.S. Court of Appeals, but the panel vacated the jury's award of $48 million in disgorged profits on behalf of the prevailing plaintiff, writing that disgorgement must instead come from the court (Texas Advanced Optoelectronic Solutions Inc. v. Renesas Electronics America Inc., f/k/a Intersil Corporation, Nos. 2016-2121, -2208, -2235, Fed. Cir., 2018 U.S. App. LEXIS 11232).
DALLAS - A federal judge in Texas on April 25 granted final approval of a $100 million settlement in a long-running securities class action lawsuit between investors and Halliburton Co. and its CEO, who were alleged to have issued certain misrepresentations regarding the company's asbestos litigation liability, its financial condition and the benefits of a merger deal in violation of federal securities laws (The Erica P. John Fund Inc. v. Halliburton Co., et al., No. 02-1152, N.D. Texas, 2018 U.S. Dist. LEXIS 69143).
WASHINGTON, D.C. - AT&T Inc. and Time Warner Inc. were denied discovery of certain privilege logs listing governmental communications over their proposed merger from the U.S. Department of Justice (DOJ) on Feb. 20, when a District of Columbia federal judge found that the companies failed to establish evidence of the DOJ's selective enforcement of antitrust claims against them to justify such discovery (United States v. AT&T Inc., et al., No. 1:17-cv-02511, D. D.C., 2018 U.S. Dist. LEXIS 27004).
NEW HAVEN, Conn. - A shareholder filed a securities class action complaint against insurance provider Aetna Inc. and its board of directors on Feb. 5 in Connecticut federal court, seeking to halt the company's proposed merger deal with CVS Health Corp. until shareholders are provided with information necessary to make a well-informed decision in connection with the proposed transaction (Joel Rosenfeld v. Aetna Inc., et al., No. 18-0213, D. Conn.).
BOSTON - Federal merger and acquisition (M&A) transaction securities class action lawsuit filings more than doubled in 2017 helping the total number of filings for the year to reach record numbers for the second straight year - the most since the Private Securities Litigation Reform Act of 1995 (PSLRA), 15 U.S.C. 78u-4, was enacted, according to an annual report released by economic and financial consulting firm Cornerstone Research and the Stanford Law School Securities Class Action Clearinghouse on Jan. 30.
NEW YORK - Federal securities class action lawsuit filings reached record numbers in 2017, thanks in large part to the nearly 200 filed federal merger-objection suits, equating to a 44 percent increase over 2016 and a third straight year of securities class action filing growth, according to a report released on Jan. 29 by securities, finance and commerce economic consultant NERA Economic Consulting.
KNOXVILLE, Tenn. - Ruby Tuesday Inc. shareholders filed three related securities class action lawsuits in Tennessee federal court between Nov. 13 and Nov. 14, seeking to halt a proposed merger deal in which Ruby Tuesday would be acquired, arguing that the company, its CEO and board of directors and others failed to properly provide shareholders with information necessary to conduct a vote on the proposed deal in violation of federal securities law (Jonathan Raul v. Ruby Tuesday Inc., et al., No. 17-494; Larry Patterson v. Ruby Tuesday Inc., No. 17-495; and David Breslau v. Ruby Tuesday Inc., et al., No. 17-496, E.D. Tenn.).
CINCINNATI - Explaining the financial benefits of an agricultural cooperative to members, a farming cooperative argues in a Nov. 6 reply brief to the Sixth Circuit U.S. Court of Appeals that it did not lose status as an entity approved to make premium-rebate payments for 2005, 2006 or 2007 reinsurance years after its merger with a nongrandfathered cooperative (Sunrise Cooperative Inc. v. U.S. Department of Agriculture, et al., No. 17-3807, 6th Cir.).
WALTHAM, Mass. - Diagnostic device maker Alere Inc. on Sept. 28 announced two federal settlements totaling about $48 million, just six days ahead of its $5.3 billion acquisition by Abbott Laboratories.
NEWARK, N.J. - A New Jersey federal judge on Sept. 18 found that a bank involved in a corporate merger has a right to reimbursement under a directors and officers liability insurance policy for its post-merger defense costs vis-a-vis the independent directors involved in a shareholder class action (BCB Bancorp, Inc., et al. v. Progressive Casualty Insurance Co., et al., No. 13-1261, D. N.J., 2017 U.S. Dist. LEXIS 151415).
CINCINNATI - A farming cooperative on Aug. 2 appealed to the Sixth Circuit U.S. Court of Appeals a ruling that after a merger with a nongrandfathered cooperative, it lost its status as an entity approved to make premium-rebate payments for 2005, 2006 or 2007 reinsurance years (Sunrise Cooperative Inc. v. U.S. Department of Agriculture, et al., No. N/a, 6th Cir.).
NEW ORLEANS - A Fifth Circuit U.S. Court of Appeals panel on July 17 ruled that it lacked appellate jurisdiction over a class member's untimely objection to a settlement resolving a merger dispute where class members receive only additional disclosures, confirmatory discovery and attorney fees (Lawrence G. Farber v. Crestwood Midstream Partners L.P., et al. v. David G. Duggan, Isaac Aron, et al. v. Crestwood Midstream Partners L.P., et al. v. David G. Duggan, No. 16-20742, 5th Cir., 2017 U.S. App. LEXIS 12765).
WILMINGTON, Del. - A shareholder sued restaurant chain Panera Bread Co. and its board of directors in Delaware federal court on June 7, alleging that the defendants issued a proxy statement in connection with a proposed merger deal that contains information insufficient for shareholders to properly consider the proposed deal in violation of federal securities laws (Lawrence Phillips v. Panera Bread Co., et al., No. 17-0697, D. Del.).
TAMPA, Fla. - A Florida federal judge on June 5 denied a commercial general liability insurer's motion for summary judgment in its declaratory judgment lawsuit disputing coverage for an underlying $2,139,000 judgment against it insured for sending 4,278 unsolicited facsimile transmissions (Zurich American Insurance Co., as successor by merger to Maryland Casualty Co. v. European Tile And Floors, Inc., et al., No. 16-729, M.D. Fla., 2017 U.S. Dist. LEXIS 85380).
TOLEDO, Ohio - After a merger with a non-grandfathered cooperative, a farming cooperative lost its status as an entity approved to make premium-rebate payments for 2005, 2006 or 2007 reinsurance years, an Ohio federal judge ruled June 6 (Sunrise Cooperative Inc. v. U.S. Department of Agriculture, et al., No. 16CV1297, N.D. Ohio, 2017 U.S. Dist. LEXIS 86696).