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Securities

Desk, Hands, Business Items

The directors and officers of Triangle Capital Corporation said over and over that the company was prudent and conservative in its investments, and in search of quality, not quantity—but the complaint for this class action says that even as the company was making them, it knew their claims were false. According to the complaint, Triangle’s CEO had been ignoring the advice of its investment professionals and chasing higher short-term yields, and the company’s entire portfolio of 2014-2015 investments were of poor quality and at increased risk of defaults and non-accruals. The complaint also alleges that Triangle was practicing a form of accounting that recognized loan income before it was actually paid to the company

Willis Towers Watson Heal Office

This class action takes on a merger that took place January 4, 2016 between Towers Watson & Co. and Willis Group Holding plc, disclosing alleged actions and conflicts of interest that may have deprived Towers shareholders of their full interests. In short, when shareholders were dissatisfied with the first offer, the company’s CEO was tasked to renegotiate the deal, but gave more attention to negotiating his own compensation and position at the merged company. The concealment of his actions and conflicts of interest, the complaint says, violates Sections 14(a) and 20(a) of the Securities Exchange Act of 1934.

Array Biopharma Building

“Array BioPharma has some explaining to do," said an article in Endpoints News when, after more than a year of touting the results of trials of its new drug, binimetinib, Array announced it had withdrawn the drug’s new drug application (NDA) with the Food and Drug Administration (FDA). The complaint for this class action alleges that Array knew long before that the drug’s results were not adequate to secure FDA approval, yet continued to make positive statements about the drug’s chances for approval over more than a year.

Sin in a Tin Chocolate Pate Dessert

Inventure Foods, Inc. makes foods in the “better-for-you” as well as the “indulgent” categories, and Utz Quality Foods, LLC has extended a tender offer for the company as of October 26, 2017. However, the complaint claims that the company’s Schedule 14D-9 on the tender offer, filed with the Securities and Exchange Commission (SEC), omits material information, in violation of Sections 14(d), 14(e), and 20(a) of the Securities Exchange Act of 1934. The tender off expires on December 13, yet the complaint claims that the 14D-9 omits material information, particularly in calculations by financial advisor Rothschild, preventing shareholders from being able to fairly evaluate the offer.

Symbols for Dollars, Yen, Euros, and Pounds

Planet Payment, Inc. provides international payment and transaction processing services, and in October 2017, Fintrax made a tender offer to acquire the company’s stock. The offer expires on December 18, but the complaint for this class action claims that the Solicitation/Registration Statement omits material information in violation of the Securities Exchange Act of 1934. First, the complaint alleges that the Solicitation Statement omits material information about the projections and analyses performed by the company’s financial advisors. Second, it alleges that the Solicitation Statement does not include enough information about the potential conflicts of interest of the company’s officers and directors.

SilverSneakers Logo

Tivity Health, Inc. provides fitness programs for people aged fifty and older, a population that includes 111 million Americans. In 2016, Tivity reported that 36% of its income came from Humana, Inc. and United Healthcare, Inc. The complaint alleges that the company knew that United Healthcare was expanding other programs and made misleading statements in violation of Sections 10(b) and 20(a), giving the public the impression that United was maintaining the same relationship with Tivity and that Tivity anticipated growth.

Accord Therapeutics Building

Acorda Therapeutics, Inc. acquired Biotie Therapies Corporation, a transaction announced on January 19, 2016 and completed in September of that year. At that time, Biotie had its drug tozadenant, a treatment for Parkinson’s Disease, in clinical trials. According to the complaint, Acorda’s hopeful 10-Q and 10-K reports touting the drug between then and November of this year were false and misleading, because clinical trials had involved seven cases of sepsis, including five deaths, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

Gigamon Logo

In the proposed merger with Elliott Management Corporation, Gigamon, Inc.’s shareholders are being offered $38.50 per share, roughly a 21% premium—yet according to the complaint for this class action, the offer is too low, and the Proxy Statement filed with the Securities and Exchange Commission (SEC) omits material information that would allow shareholders to fully assess the transaction. The complaint cites the company’s choice of low performance figures, the lack of a reconciliation of non-GAAP with GAAP measures, and the lack of line items and definitions used to make certain calculations.

2016 Ford Fusion Steering Wheel

This class action against Ford doesn’t concern the flaws in its vehicles but the statements Ford made over a period of years that concealed the flaws. The complaint for this class action claims that Ford misled those who bought its securities, violating sections of the Securities Exchange Act of 1934 by not revealing that some of its vehicles had steering wheels that could detach while the vehicles were in motion.

Trivago Logo

Trivago, the online hotel search platform, had its initial public offering on December 16, 2016. About a month before, it filed a Form F-1 Registration Statement, which was amended several times, and which contained a preliminary prospectus. The complaint for this class action claims that Trivago’s Registration Statement and subsequent statements were false and misleading, in violation of the Securities Exchange Act of 1934, because they touted Trivago’s adherence to ethical business conduct, even though, according to the complaint, Trivago was engaged in conduct likely to lead to increased regulatory scruntiny.

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