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Securities

Lit Board with Figures

Bay Bancorp, Inc. has entered into a merger agreement under which it would be acquired by Old Line Bancshares, Inc., but the complaint for this class action alleges a large number of material omissions from the Form S-4 Registration Statement filed by the company with the Securities and Exchange Commission (SEC). These omissions, it says, are violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934. The complaint claims that the omissions include financial information, conflicts of interest, information on confidentiality agreements and other potential offers for the company, and details related to the board’s vote on the merger agreement. 

Impax Laboratories Building

On October 17, 2017, Impax Laboratories, Inc. entered into a complex merger agreement with Amneal Pharmaceuticals, but the complaint for this class action says that the Registration Statement for the transaction is deficient and violates Sections 14(a) and 20(a) of the Securities Exchange Act of 1934. The omissions include the bases for financial projections and analyses, the involvement of another financial advisor, and the background and process of the proposed transaction.

MGC Diagnostics Machine

On December 7, 2017, MGC Diagnostics Corporation filed a Solicitation/Recommendation Statement with the Securities and Exchange Commission (SEC) for a proposed transaction in which Altus Capital Partners, Inc. would execute a merger with MGC through a tender offer. But the complaint for this class action alleges that the Solicitation Statement omits material information required for shareholders to fully assess the transaction, in violation of Sections 14(d), 14(e) and 20(a) of the Securities Exchange Act of 1934.

Image of Shoppers with Chinese Characters for Qudian

Eight underwriters were involved in Qudian’s initial public offering (IPO), but the complaint for this class action claims that the Registration Statement they caused to be filed was misleading, omitting critical information in two respects, (1) in discussing the company’s collection practices and (2) in discussing its data systems and procedures. The complaint alleges that the data collection practices were insufficient and virtually nonexistent, and that the data security systems were inadequate, so that security breaches had already occurred. 

US Energy Corp. Logo

The proposed transaction in this case involves US Energy Corp. and its subsidiary US Energy One, LLC on one side, and on the other, APEG Energy II, LP and the company that controls it, Angelus Private Equity Group. APEG would not exchange cash for shares; instead, it would cancel most of the debt Energy One owes to it and to Angelus. The complaint claims that the Proxy filed for the transaction does not provide the information required under the Securities Exchange Act of 1934, including the basis for the determination that the deal is fair, details of the negotiations, potential conflicts of interest of the board, and the intentions behind the proposed reverse stock split. 

MaxPoint Logo

MaxPoint, Inc. entered into a tender-offer-based merger agreement with Valassis Communications, Inc. and its affiliates on August 27, 2017. The complaint for this class action is concerned about the tightness of the agreement coupled with the omission of information in the company’s filings with the Securities and Exchange Commission (SEC), which it claims violate Sections 14(d), 14(e), and 20(a) of the Securities Exchange Act of 1934.

Tintri Logo

When Tintri, Inc. decided to go public, it made the required filings of Registration Statement and Prospectus with the Securities and Exchange Commission (SEC). The initial public offering (IPO) raised $60 million for the company, but the complaint for this class action claims the filings contained false and misleading statements, in violation of Sections 11 and 15 of the Securities Exchange Act of 1934.

Waster Energy Logo

The original plan for Westar Energy, Inc. to merge with Great Plains Energy Incorporated was rejected by the Kansas Corporation Commission. The new proposal for the merger of the two businesses is more complex, involving two transactions and a newly-created company, and the complaint for this class action alleges that crucial information is missing from the companies’ related Form S-4 filings, in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934. Most notable is the omission of standalone projections for the new company to be created by the merger.

Tech Data Logo

Tech Data Corporation has been around for a long time—since 1974—as a wholesale distributor of technology products. However, the complaint for this class action alleges that the company had trouble with its recent acquisition of  Technology Solutions and hid the problems instead of disclosing them in its press releases, filings, and conference calls, in violation of Sections 14(b) and 20(a) of the Securities Exchange Act of 1934. 

Sun Bancorp Logo

Sun Bancorp announced on June 30, 2017 that it had entered into a proposed merger agreement with OceanFirst Financial, but the complaint for this class action alleges that the Registration Statement and Proxy filed do not provide the information stockholders need to evaluate the transaction, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The complaint alleges that crucial figures are missing and that there is no mention of possible conflicts of interest for the company’s financial advisor.

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