Emulex obtains dismissal with prejudice of lawsuit alleging violation of Sections 14(d), 14(e) and 20(a) of the Securities Exchange Act of 1934
Clients Emulex Corporation
Jones Day represented Emulex Corporation in a lawsuit challenging the acquisition of Emulex Corporation by Avago Technologies. The plaintiff, a shareholder of Emulex, filed a lawsuit alleging violation of Sections 14(d), 14(e) and 20(a) of the Securities Exchange Act of 1934 after Emulex and Avago announced they had entered into a merger agreement under which Avago would acquire Emulex for $608 million, a 26.4% premium to Emulex's stock price before the deal was announced. Plaintiff alleged that the tender offer recommendation statement failed to disclose a material part of the financial analysis prepared by Emulex's financial advisor for the deal.
In granting the directors' motion to dismiss on January 13, 2016, the district court (Hon. Cormac J. Carney) concluded that plaintiff (1) failed to plead a material misrepresentation or omission because nothing in Emulex's recommendation statement contradicted the information in the financial advisor's analysis, and (2) failed to plead scienter, because the director defendants' decision to omit a portion of the financial advisor's presentation addressing premiums received in certain public semiconductor transactions was not highly unreasonable or an extreme departure from standards of ordinary care.
Gary Varjabedian v. Emulex Corporation et al., Case No. 8:15-cv-00554-CJC-JCG (C.D. Cal.)