Friday, September 23, 2016

Faruqi & Faruqi, LLP Investigation: Raptor Pharmaceutical Corp. (RPTP)

Faruqi & Faruqi, LLP Announces the Investigation of Raptor Pharmaceutical Corp. (RPTP) Over the Proposed Sale of the Company to Horizon Pharma plc


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Nadeem Faruqi, founding partner at Faruqi & Faruqi, LLP, a leading national securities firm headquartered in New York City, is investigating the Board of Directors of Raptor Pharmaceutical Corp. (“Raptor Pharmaceuticals” or the “Company”) (NASDAQ: RPTP) for potential breaches of fiduciary duties in connection with the sale of the Company to Horizon Pharma plc for approximately $800 million.

The Company’s stockholders will only receive $9.00 in cash for each share of Company common stock they own. However, this consideration is below at least one analyst’s price target of $10.00 per share.

The investigation focuses on whether Raptor Pharmaceutical’s Board of Directors breached their fiduciary duties to the Company’s stockholders by failing to conduct a fair sales process and whether and by how much this proposed transaction undervalues the Company to the detriment of Raptor Pharmaceutical’s shareholders.

Faruqi & Faruqi, LLP is a national law firm which represents investors and individuals in class action litigation.  The firm is focused on providing exemplary legal services in complex litigation in the areas of securities, shareholder, antitrust and consumer litigation, throughout all phases of litigation.  The firm has an experienced trial team which has achieved significant victories on behalf of the firm’s clients.

Faruqi & Faruqi, LLP is working together in this investigation with Juan E. Monteverde from Monteverde & Associates PC.

If you own common stock in Raptor Pharmaceutical and wish to obtain additional information and protect your investments free of charge, please visit us at www.faruqilaw.com/RPTP or contact Nadeem Faruqi, Esq. either via e-mail at nfaruqi@faruqilaw.com or by telephone at (877) 247-4292 or (212) 983-9330.  You may also contact Juan E. Monteverde, Esq.  either via email at jmonteverde@monteverdelaw.com or by telephone at (212) 971-1341.

Monday, August 22, 2016

Faruqi & Faruqi, LLP Alert: Press Ganey Holdings, Inc. (NYSE:PGND)


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Nadeem Faruqi, founding partner at Faruqi & Faruqi, LLP, a leading national securities firm headquartered in New York City, is investigating the Board of Directors of Press Ganey Holdings, Inc. (“Press Ganey” or the “Company”) (NYSE:PGND) for potential breaches of fiduciary duties in connection with the sale of the Company to EQT Equity fund EQT VII, part of the global private equity group EQT for approximately $2.35 billion.

The Company’s stockholders will only receive $40.50 in cash for each share of Company common stock they own. However, this consideration is below at least one analyst’s price target of $45.00 per share.

If you own common stock in Press Ganey and wish to obtain additional information and protect your investments free of charge, please contact Nadeem Faruqi, Esq. either via e-mail at nfaruqi@faruqilaw.com or by telephone at (877) 247-4292 or (212) 983-9330.  You may also contact Juan E. Monteverde, Esq.  either via email at jmonteverde@monteverdelaw.com or by telephone at (212) 971-1341.

LIBOR Antitrust Litigation: 2nd Circuit Answers One Question, but Poses Another

Until 2014, the British Bankers’ Association (the “BBA”) published the London InterBank Offered Rate (“LIBOR”).  The BBA’s LIBOR served as an interest rate benchmark for financial instruments and loan products around the world.  Under the BBA’s direction, a LIBOR quote was generated every business day using a two-step process.  First, BBA member banks submitted a daily quote representing the rate the bank could purportedly borrow funds.  Second, a third party would rank the quotes and calculate an arithmetic mean of the middle half of the submissions.  The resulting calculation was the reported LIBOR benchmark to which short term interest rates around the world were pegged.

Scrutiny of the BBA’s LIBOR rate followed the financial crisis of 2007.   In 2011, BBA member banks began disclosing that they had received subpoenas and information requests from regulatory authorities around the world.  As recounted later in indictments, complaints, court opinions and settlements, the BBA member banks were accused of manipulating LIBOR.  In particular, the banks and their individual employees have been accused of collusively suppressing LIBOR by submitting artificially low LIBOR quotes each business day.

Criminal and regulatory actions arising out of LIBOR manipulation are continuing, but have already yielded substantial settlements and criminal convictions, though some juries have declined to issue guilty verdicts.  In 2014, the BBA’s responsibility for the setting of LIBOR came to an end.

Private LIBOR Antitrust Litigation

In comparison to the LIBOR criminal prosecutions and settlements obtained by government agencies, antitrust litigation brought by private plaintiffs has generated fewer headlines.  Not long after BBA member banks disclosed government investigations, private plaintiffs brought class actions and individual cases alleging harm as a result of the anticompetitive suppression of LIBOR.   The private plaintiffs allege that they were harmed by receiving lower returns on LIBOR-denominated financial instruments as a result of the BBA banks’ manipulation of LIBOR.

On August 12, 2011, the Judicial Panel on Multidistrict Litigation transferred the antitrust cases to the Southern District of New York for “coordinated or consolidated” treatment before Judge Naomi Reice Buchwald.  Plaintiffs’ cases uniformly included a federal antitrust claim under Section 1 of the Sherman Act though other claims (RICO, Commodities Exchange Act, state law) were variously included.

On June 29, 2012, the defendant banks filed motions to dismiss.  Judge Buchwald decided the motions on March 29, 2013.  While Judge Buchwald acknowledged that plaintiffs’ complaints included “extensive evidence that allegedly supports their allegations,” the banks won dismissal of the antitrust claims.  The district court dismissed the antitrust claims on the grounds that the complaints failed to plead antitrust injury, a component of antitrust standing.   The district court’s reasoning took three steps: (1) because LIBOR setting was cooperative, not competitive, plaintiffs’ injury did not arise from harm to competition; (2) allegations of price fixing in the complaints were disconnected from harm to a market; and (3) precedent is clear that normal competitive conduct cannot be the source of antitrust harm.

The Appeal Leads to Reversal …

The LIBOR antitrust plaintiffs took a circuitous route to a hearing before the Second Circuit Court of Appeals.  While the district court dismissed the antitrust claims, claims under the Commodities Exchange Act survived.  Accordingly, the Second Circuit initially dismissed plaintiffs’ appeals sua sponte in October 2013 “because a final order ha[d] not been issued by the district court [that] disposed of all claims” before the district court.  The Supreme Court, however, ruled in 2015 that plaintiffs’ appeal could proceed.

A year later, in a May 23, 2016 opinion written by Second Circuit Judge Dennis Jacobs, the appeals court reversed Judge Buchwald’s dismissal of the LIBOR plaintiffs’ antitrust claims.  According to the appeals court, Judge Buchwald had “blur[red] the distinction between an antitrust violation and an antitrust injury.”

The appeals court first considered plaintiffs’ allegations of an antitrust violation.  Since plaintiffs “allege that the banks, as sellers, colluded to depress LIBOR” the banks “increased the cost to appellants, as buyers, of various LIBOR-based financial instruments.”   In the appeals court’s view, plaintiffs “allege a horizontal price-fixing conspiracy, ‘perhaps the paradigm of an unreasonable restraint of trade.’”

As for antitrust standing, the appeals court found that plaintiffs adequately alleged antitrust injury.  Citing the Supreme Court, Judge Jacobs’ opinion explains that when consumers, because of a conspiracy, must pay prices that no longer reflect ordinary market conditions, they suffer injury of the type the antitrust laws were intended to prevent.  The import that Judge Buchwald paid to the cooperative nature of the LIBOR process did not resonate with the appeals court.  Quoting a 1940 Supreme Court decision, the Second Circuit’s opinion states that “the machinery employed by a combination for price‐fixing is immaterial.”

… But The Appeals Court Did Not Rule on an Alternative Defense for the BBA Member Banks

While the Second Circuit held that the LIBOR plaintiffs adequately alleged antitrust injury, the appeals court raised doubts about a second element of antitrust standing: are the plaintiffs efficient enforcers of the antitrust laws?

As noted by Judge Jacobs, the district court “had no occasion to consider the efficient enforcer” question, but the question is due “proper consideration” on remand.  Among other concerns, the appeals court raises potential doubt regarding the “directness or indirectness of the [plaintiffs’] asserted injury.”  In particular, since the defendant BBA banks covered only a part of the market for LIBOR denominated instruments, the appeals court articulates concern about the consequence of granting antitrust standing to purchasers that dealt with non-defendant banks.  “Requiring the Banks to pay treble damages to every plaintiff who ended up on the wrong side of an independent LIBOR‐denominated derivative swap would . . .  bankrupt 16 of the world’s most important financial institutions [and] vastly extend the potential scope of antitrust liability.”

Private LIBOR Antitrust Litigation Moves Forward and Defendants Seize on the 2nd Circuit’s Standing Discussion

Half a decade since allegations of LIBOR manipulation came to light, private plaintiffs represented in the litigation consolidated before Judge Buchwald may be in the position to restart their case on remand.  The Second Circuit held that the plaintiffs have plausibly alleged that the banks committed an antitrust violation and also held that plaintiffs plausibly alleged that they were injured. 

On the other hand, the Second Circuit exposed potentially prickly questions regarding at least some plaintiffs’ status as “efficient enforcers” of the antitrust laws in the LIBOR case.  Indeed, on July 6, 2016 defendants filed a joint motion to dismiss based on the “efficient enforcer doctrine.”  Defendants’ motion contends that “close attention” to the factors applied in an efficient enforcer analysis (causation, directness, speculative damages and duplicative recovery) should foreclose the claims of various plaintiffs.  Most recently, plaintiffs (bondholders, exchange-based plaintiffs, OTC plaintiffs and individual plaintiffs) have filed opposition memoranda contesting defendants’ suggested application of the efficient enforcer factors.  Judge Buchwald’s decision (and any appellate review thereof) will likely serve as a guidepost for potential antitrust plaintiffs challenging anticompetitive schemes in the financial sector.  The decision may also finally allow the LIBOR case to proceed in earnest.

About Faruqi & Faruqi, LLP

Faruqi & Faruqi, LLP focuses on complex civil litigation, including securities, antitrust, wage and hour, and consumer class actions as well as shareholder derivative and merger and transactional litigation.  The firm is headquartered in New York, and maintains offices in California, Delaware and Pennsylvania.

Since its founding in 1995, Faruqi & Faruqi, LLP has served as lead or co-lead counsel in numerous high-profile cases which ultimately provided significant recoveries to investors, direct purchasers, consumers and employees.

To schedule a free consultation with our attorneys and to learn more about your legal rights, call our offices today at (877) 247-4292.

About Richard Schwartz

Richard Schwartz is an associate in the firm’s antitrust practice group, resident in the firm’s Pennsylvania office.  He has represented plaintiffs in class action litigation for 10 years.

Tuesday, August 16, 2016

Faruqi & Faruqi Alert: Orbital ATK Inc.


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The investigation focuses on whether the Company’s Board of Directors and/or its officers committed mismanagement and breached their fiduciary duties by failing to maintain an effective system of internal controls. On August 10, 2016, the Company filed a current report on Form 8-K with the SEC announcing that on August 8, 2016, the Audit Committee of the Board of Directors of Orbital concluded that the Company’s previously issued financial statements for the fiscal year ended March 31, 2015, the nine-month transition period ended December 31, 2015, the quarters in fiscal 2015 and the 2015 transition period, and the quarter ended April 3, 2016, and related reports of independent registered public accounting firms thereon, should no longer be relied upon.

Additionally, the Company stated that it is “still evaluating whether financial statements for annual and quarterly periods prior to fiscal 2015 can continue to be relied upon.”  The Company stated that the misstatements relate primarily to its $2.3 billion long-term contract with the U.S. Army to manufacture and supply small caliber ammunition at the U.S. Army’s Lake City Army Ammunition Plant.  As a result of the foregoing, on August 10, 2016, Orbital filed a Form NT 10-Q with the SEC stating that it is unable to file its Quarterly Report on Form 10-Q for the period ended July 3, 2016 within the prescribed time period.

Take Action
If you currently own Orbital stock and would like to discuss your legal rights, please contact us by calling Stuart Guber toll free at (215) 277-5770 or by sending an e-mail to sguber@faruqilaw.comFaruqi & Faruqi, LLP also encourages anyone with information regarding Orbital’s conduct to contact the firm, including whistleblowers, former employees, shareholders and others.

Faruqi & Faruqi Alert: EverBank Financial Corp.

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Nadeem Faruqi, founding partner at Faruqi & Faruqi, LLP, a leading national securities firm headquartered in New York City, is investigating the Board of Directors of EverBank Financial Corp. (“EverBank” or the “Company”) (NYSE:EVER) for potential breaches of fiduciary duties in connection with the sale of the Company to TIAA for approximately $2.5 billion.

The Company’s stockholders will only receive $19.50 in cash for each share of Company common stock they own. However, this consideration is below at least one analyst’s price target of $22.00 per share and EverBank’s 52-week high of $21.18 per share.

If you own common stock in EverBank and wish to obtain additional information and protect your investments free of charge, please fill out the form below or contact Nadeem Faruqi, Esq. either via e-mail at nfaruqi@faruqilaw.com or by telephone at (877) 247-4292 or (212) 983-9330.  You may also contact Juan E. Monteverde, Esq.  either via email at jmonteverde@monteverdelaw.com or by telephone at (212) 971-1341.

Faruqi & Faruqi, LLP Alert: Mattress Firm Holding Corp. (MFRM)


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Nadeem Faruqi, founding partner at Faruqi & Faruqi, LLP, a leading national securities firm headquartered in New York City, is investigating the Board of Directors of Mattress Firm Holding Corp. (“Mattress Firm” or the “Company”) (NASDAQ:MFRM) for potential breaches of fiduciary duties in connection with the sale of the Company to Steinhoff International Holdings N.V. for approximately $2.4 billion in an all-cash transaction.

The Company’s stockholders will only receive $64.00 for each share of Company common stock they own. However, this consideration is below Mattress Firm’s 52-week high of $65.51 per share.

If you own common stock in Mattress Firm and wish to obtain additional information and protect your investments free of charge, please fill out the form below or contact Nadeem Faruqi, Esq. either via e-mail at nfaruqi@faruqilaw.com or by telephone at (877) 247-4292 or (212) 983-9330.  You may also contact Juan E. Monteverde, Esq.  either via email at jmonteverde@monteverdelaw.com or by telephone at (212) 971-1341.

Faruqi & Faruqi Alert: Linear Technology Corporation

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Nadeem Faruqi, founding partner at Faruqi & Faruqi, LLP, a leading national securities firm headquartered in New York City, is investigating the Board of Directors of Linear Technology Corporation (“LLTC” or the “Company”) (NasdaqGS:LLTC) for potential breaches of fiduciary duties in connection with the sale of the Company to Analog Devices (“ADI”) Inc. for approximately $14.8 billion.

The Company’s stockholders will only receive $46.00 in cash and 0.2321 of a share of ADI common stock for each LLTC share of common stock they own, or approximately $60.81 based on market prices on August 1, 2016.

If you own common stock in Company and wish to obtain additional information and protect your investments free of charge, please contact Nadeem Faruqi, Esq. either via e-mail at nfaruqi@faruqilaw.com or by telephone at (877) 247-4292 or (212) 983-9330.  You may also contact Juan E. Monteverde, Esq.  either via email at jmonteverde@monteverdelaw.com or by telephone at (212) 971-1341.