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.

Monday, August 15, 2016

Faruqi & Faruqi, LLP Alert: NetSuite Inc.



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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 NetSuite Inc. (“NetSuite” or the “Company”) (NYSE:N) for potential breaches of fiduciary duties in connection with the sale of the Company to Oracle Corporation for approximately $9.3 billion.

The Company’s stockholders will only receive $109.00 cash per share for each share of Company common stock they own. However, this consideration is below at least one analyst’s price target of $130.00 per share.

If you own common stock in NetSuite 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.

Faruqi & Faruqi Alert: Joy Global, Inc.

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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 Joy Global, Inc. (“Joy” or the “Company”) (NYSE:JOY) for potential breaches of fiduciary duties in connection with the sale of the Company to Komatsu America Corp. for approximately $3.7 billion.

The Company’s stockholders will only receive $28.30 in cash for each share of Joy common stock they own.

If you own common stock in Joy and wish to obtain additional information and protect your investments free of charge, please visit us at www.faruqilaw.com/JOY 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: Golden Enterprises Inc.


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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 Golden Enterprises Inc. (“Golden Enterprises” or the “Company”) (NasdaqGM:GLDC) for potential breaches of fiduciary duties in connection with the sale of the Company to Utz Quality Foods, Inc. for approximately $1.53 billion.
The Company’s stockholders will only receive $12.00 in cash for each share of Company common stock they own.If you own common stock in Golden Enterprises and wish to obtain additional information and protect your investments free of charge, please visit us at www.faruqilaw.com/GLDC 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: Outerwall Inc.

Faruqi & Faruqi, LLP Announces the Investigation of Outerwall Inc. (OUTR) Over the Proposed Sale of the Company to Apollo Global Management, LLC






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 Outerwall Inc. (“Outerwall” or the “Company”) (NASDAQ:OUTR) for potential breaches of fiduciary duties in connection with the sale of the Company to Apollo Global Management, LLC for approximately $1.6 billion.

The Company’s stockholders will only receive $52.00 in cash for each share of Company common stock they own. However, this consideration is below at least one analyst’s price target of $58.00 per share and Outerwall’s 52-week high of $82.87 per share.

If you own common stock in Outerwall 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.

Friday, August 12, 2016

Faruqi & Faruqi Alert: PrivateBancorp

Faruqi & Faruqi, LLP Announces the Investigation of PrivateBancorp, Inc. (PVTB) Over the Proposed Sale of the Company to Canadian Imperial Bank of Commerce


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 PrivateBancorp, Inc. (“PrivateBancorp” or the “Company”) (NasdaqGS:PVTB) for potential breaches of fiduciary duties in connection with the sale of the Company to Canadian Imperial Bank of Commerce (“CIBC”) for approximately $3.8 billion.

The Company’s stockholders will only receive $18.80 in cash and 0.3657 of a CIBC share for each PrivateBancorp share or approximately $45.72 per share according CIBC’s share price on July 6, 2016. However, this consideration is below at least one analyst’s price target of $47.00 per share.

If you own common stock in PrivateBancorp 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.

Tuesday, April 26, 2016

Faruqi & Faruqi Investigation: Exterran Corporation


The investigation focuses on whether the Company’s Board of Directors and/or its officers committed mismanagement and breached their fiduciary duties. On April 26, 2016, the Company filed a current report on Form 8-K with the SEC announcing that during the preparation of its quarterly report on Form 10-Q for the quarter ended March 31, 2016, senior management of the Company identified possible errors relating to the application of percentage-of-completion accounting principles to specific engineering, procurement and construction (“EPC”) projects in the Middle East by its Belleli subsidiary during 2015. The Company further stated that “management promptly reported the matter to the Audit Committee of the Company’s Board of Directors, which immediately retained counsel, who in turn retained a forensic accounting firm, to initiate an internal investigation.”
Additionally, according to the Form 8-K, on April 21, 2016, “the Company’s management and the Audit Committee of the Board of Directors determined, based on the preliminary results of the internal investigation, that the Company’s consolidated and combined financial statements for 2015 and related report of independent registered public accounting firm should no longer be relied upon as a result of material errors, and possible irregularities, relating to the accounting for certain Belleli EPC contracts. Accordingly, Exterran’s consolidated and combined financial statements for 2015 will be restated. While management believes the errors identified to date, related to Belleli’s application of percentage-of-completion accounting principles to certain EPC projects in the Middle East, materially affect only the 2015 consolidated and combined financial statements, the Audit Committee’s internal investigation remains ongoing, and it is possible that additional errors affecting other periods, including interim periods, could be identified. As a result, management has not determined whether any other financial statements should be restated or the amounts of any required adjustments to its previously reported financial statements.”
The Company further advised that “following the completion of the internal investigation, the Company will file amended periodic reports for any periods being restated. The Company’s management and the Audit Committee have discussed the matters disclosed in this report with Deloitte & Touche LLP, the Company’s independent accountants.  Exterran has notified the Securities and Exchange Commission and the New York Stock Exchange of the events described in this report.”
Request more information now by clicking here. There is no cost or obligation to you.
Take Action
If you currently own Exterran 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.com. Faruqi & Faruqi, LLP also encourages anyone with information regarding Newmont’s conduct to contact the firm, including whistleblowers, former employees, shareholders and others.

Faruqi & Faruqi Investigation: Lexmark International Inc.

Juan E. Monteverde, a partner at Faruqi & Faruqi, LLP, a leading national securities firm headquartered in New York City, is investigating the Board of Directors of Lexmark International Inc.  (“Lexmark” or the “Company”) (NYSE:LXK) for potential breaches of fiduciary duties in connection with the sale of the Company to Apex Technology Co., Ltd. and PAG Asia Capital for approximately $3.6 billion. 
The Company’s stockholders will only receive $40.50 per share in cash for each share of Company common stock they own. However, the stock has traded as high as $47.32 per share as recently as July 20, 2015.
If you own common stock in Lexmark and wish to obtain additional information and protect your investments free of charge, please fill out the form below or contact Juan Monteverde, Esq. either via e-mail at jmonteverde@faruqilaw.com or by telephone at (877) 247-4292 or (212) 983-9330. 

Tuesday, March 15, 2016

Faruqi & Faruqi Investigation: Tangoe, Inc.

The investigation focuses on whether the Company and its executives violated federal securities laws by releasing misleading financial statements.  Specifically, on March 7, 2016, Tangoe announced that its financial statements for the fiscal years 2013 and 2014, as well as the first three quarters of 2015, could no longer be relied upon.
After the announcement, Company’s share price fell $1.80 from a closing price of $7.12 per share on March 7, 2016 to close at $5.32 per share on March 8, 2016—a 25.3% drop.
Take Action
If you invested in Tangoe stock or options and would like to discuss your legal rights, please contact us by calling Richard Gonnello toll free at 877-247-4292 or at 212-983-9330 or by sending an e-mail to rgonnello@faruqilaw.comFaruqi & Faruqi, LLP also encourages anyone with information regarding Tangoe’s conduct to contact the firm, including whistleblowers, former employees, shareholders and others.

Monday, March 14, 2016

Faruqi & Faruqi Investigation: NantKwest, Inc.


The investigation focuses on whether the Company and its executives violated federal securities laws by announcing on March 11, 2016 that its investors should no longer rely on the Company’s interim financial results for the quarters ended June 30, 2015 and September 30, 2015 as a result of material weaknesses with its internal controls over financial reporting.
Specifically, NantKwest announced its interim financial statements should no longer be relied upon due to the errors attributable to certain stock-based awards to NantKwest’s Chief Executive Officer and Executive Chairman and a build-to-suit lease accounting related to one of its research and development and Good Manufacturing Practices facilities.
Take Action
If you invested in NantKwest stock or options and would like to discuss your legal rights, visit www.faruqilaw.com/NK.  You can also contact us by calling Richard Gonnello toll free at 877-247-4292 or at 212-983-9330 or by sending an e-mail to rgonnello@faruqilaw.comFaruqi & Faruqi, LLP also encourages anyone with information regarding NantKwest’s conduct to contact the firm, including whistleblowers, former employees, shareholders and others.

Faruqi & Faruqi Alert: comScore, Inc.


Faruqi & Faruqi, LLP, a leading national securities law firm, reminds investors in comScore, Inc.  (“comScore” or the “Company”) (NASDAQ:SCOR) of the May 9, 2016 deadline to seek the role of lead plaintiff in a federal securities class action lawsuit filed against the Company and certain officers.
The lawsuit has been filed in the U.S. District Court for the Southern District of New York on behalf of all those who purchased comScore securities between May 5, 2015 and March 7, 2016 (the “Class Period”).  The case, Sommer v. comScore, Inc. et al, No. 1:16-cv-01820 was filed on March 10, 2016, and has been assigned to Judge John G. Koeltl.
The lawsuit focuses on whether the Company and its executives violated federal securities laws by failing to file its most recent Form 10-K for the fiscal year ended December 31, 2015 in a timely manner due to a recently announced internal accounting review. 
Specifically, on March 7, 2016, the Company filed an amendment to a Notice of Late Filing previously filed on February 29, 2016, regarding its upcoming Form 10-K filing. The amendment disclosed that on March 5, 2016, the Company’s Audit Committee, along with independent public accountants, was conducting a review of the Company’s financial results. The Company also announced that it would not file its Form 10-K until after the Audit Committee completed its review. Later that day, the Company published a press release stating that it would suspend the previously announced share repurchase program in light of the current review.
On this news, Company’s share price fell $13.67 from $40.71 per share on March 4, 2016 to close at $27.04 per share on March 7, 2016—a 33.5% drop.
Take Action
If you invested in comScore securities between May 5, 2015 and March 7, 2016 and would like to discuss your legal rights, please contact us by calling Richard Gonnello toll free at 877-247-4292 or at 212-983-9330 or by sending an e-mail to rgonnello@faruqilaw.comFaruqi & Faruqi, LLP also encourages anyone with information regarding comScore’s conduct to contact the firm, including whistleblowers, former employees, shareholders and others.

Thursday, March 10, 2016

Scalia's Passing May lead to a Consumer Friendly Supreme Court


            On February 13, 2016, Associate Supreme Court Justice Antonin Scalia passed away at the age of 79.  Justice Scalia was well known for his conservative views on a number of issues, including a skeptical view of class action litigation.  President Obama has yet to nominate a replacement for Justice Scalia’s spot and Senate Republican have said that there would be no confirmation hearing or vote on any Obama nominee. As such, the nine member Supreme Court is likely to be reduced to eight members for the foreseeable future.  

            With an eight member Court, voting ties are increasingly likely on a number of closely watched cases facing the Supreme Court this term.  A split decision upholds the ruling of the lower court. Such uncertainty at the Supreme Court has already led at least one company to settle rather than face eight member Supreme Court. On February 26, 2016, Dow Chemical Co. agreed to pay $835 million to settle an antitrust suitpresently pending before the Supreme Court citing “[g]rowing political uncertainties due to recent events within the Supreme Court and increased likelihood for unfavorable outcomes for business involved in class action suits have changed Dow’s risk assessment of the situation.” Carter Phillips, an attorney who represented Dow before the Supreme Court noted that he had several other cases in the Supreme Court pipeline that could be similarly affected. 

            The Supreme Court is considering several cases this term involving the scope of class action litigation, which could be effected by Justice Scalia’s passing. Among them are:

·        TysonFoods, Inc. v. Bouaphakeo: The Court has been asked to decide whether differences among individual class members may be ignored where liability and damages will be determined with statistical techniques that presume all class members are identical to the average observed in a sample.

·         MicrosoftCorp v. Baker: The Supreme Court will consider whether a federal court of appeals has jurisdiction to review an order denying class certification after the named plaintiffs voluntarily dismiss their claims with prejudice.

·         Spokeo,Inc. v. Robins: The Court has been asked to decide whether Congress may confer standing upon a plaintiff who suffers no concrete harm, and who therefore could not otherwise invoke the jurisdiction of a federal court, by authorizing a private right of action based on a bare violation of a federal statute.

Facing the political uncertainty surrounding the Supreme Court Dow’s decision to settle rather than litigate may be a sign of things to come.  

AboutFaruqi & Faruqi LLP
Faruqi & Faruqifocuses 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 has served as lead or co-lead counsel in numeroushigh-profile cases which ultimately provided significant recoveries to investors, 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.

Timothy J. Peter is an Associate in Faruqi & Faruqi’s Pennsylvania office and focuses his practice on complex civil litigation.  Mr. Peter has represented plaintiffs in consumer, derivative, securities and whistleblower cases. His successes include a $25 million class action securities settlement in which participating class members will recover over 65% of their losses.

Wednesday, March 9, 2016

Faruqi & Faruqi Case: Mattson Technology, Inc.


Notice is hereby given that Faruqi & Faruqi, LLP has filed a class action lawsuit in the United States District Court for the Northern District of California, case no. 3:16-cv-00811, on behalf of shareholders of Mattson Technology, Inc. (“Mattson” or the “Company”) (NasdaqGS:MTSN) who held Mattson securities on the record date, February 4, 2016, and have been harmed by Mattson’s and its board of directors’ (the “Board”) alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) in connection with  the proposed sale of the Company to Beijing E-Town Dragon Semiconductor Industry Investment Center (Limited Partnership) (“E-Town Dragon”).
On December 2, 2015, the Company announced it had entered into an Agreement and Plan of Merger (“Merger Agreement”) under which E-Town Dragon will acquire all of the outstanding shares of Mattson through Dragon Acquisition Sub, Inc., a newly formed subsidiary of the acquirer (the “Proposed Transaction”).  The shareholder vote on the Proposed Transaction is expected to occur on March 23, 2016.
The complaint charges Mattson and the Board with violations of Sections 14(a) and 20(a) the Exchange Act.
Pursuant to the terms of the Merger Agreement, which was unanimously approved by the Board, Mattson shareholders will receive $3.80 in cash per share for each share of Mattson they own.  The offer is 36% less than the $6.00 per share price target analysts at Needham & Co. issued as recently as February 2015 and 24% less than the $5.00 per share price target analysts at B Riley & Co. issued as recently as late-October 2015.  The offer is also significantly below Mattson’s 52-week high stock price of $5.10 per share.
The complaint alleges that the proxy statement (the “Proxy”) filed with the Securities and Exchange Commission (“SEC”) on February 17, 2016 provides materially incomplete and misleading information about the Company and the Proposed Transaction, in violation of Sections 14(a) and 20(a) of the Exchange Act. The Proxy fails to provide Mattson’s shareholders with material information concerning the financial and procedural fairness of the Proposed Transaction.
Furthermore, according to the complaint, the Merger Agreement includes a non-solicitation provision, a matching rights provisions, and a $8.58 million termination fee which essentially ensure that a superior bidder will not emerge, as any potential suitor will undoubtedly be deterred from expending the time, cost, and effort of making a superior proposal while knowing that E-Town Dragon can easily foreclose a competing bid.
Take Action
If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today.  Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member. 

Friday, March 4, 2016

Faruqi & Faruqi Investigation: Tumi Holdings, Inc.


Faruqi & Faruqi, LLP, a leading national securities firm headquartered in New York City, is investigating the Board of Directors of Tumi Holdings, Inc. (“Tumi” or the “Company”) (NYSE:TUMI) for potential breaches of fiduciary duties in connection with the sale of the Company to Samsonite International S.A. for approximately $1.8 billion in an all-cash transaction.
The Company’s stockholders will only receive $26.75 for each share of Company common stock they own.
If you own common stock in Tumi and wish to obtain additional information and protect your investments free of charge, please contact Faruqi & Faruqi's Juan Monteverde, Esq. either via e-mail at jmonteverde@faruqilaw.com or by telephone at (877) 247-4292 or (212) 983-9330.

Faruqi & Faruqi Investigation: Carmike Cinemas Inc.


Faruqi & Faruqi, LLP, a leading national securities firm headquartered in New York City, is investigating the Board of Directors of Carmike Cinemas Inc. (“Carmike Cinemas” or the “Company”) (NasdaqGS:CKEC) for potential breaches of fiduciary duties in connection with the sale of the Company to AMC Entertainment Holdings, Inc. for approximately $1.1 billion in an all-cash transaction. 
The Company’s stockholders will only receive $30.00 for each share of Company common stock they own. However, this consideration is below at least one analyst’s price target of $36.00 per share and Carmike Cinemas’ 52-week high of $34.94 per share.
If you own common stock in Carmike Cinemas and wish to obtain additional information and protect your investments free of charge, please contact Faruqi & Faruqi's Juan Monteverde, Esq. either via e-mail at jmonteverde@faruqilaw.com or by telephone at (877) 247-4292 or (212) 983-9330.

Faruqi & Faruqi Investigation: Checkpoint Systems, Inc.


The Company’s stockholders will only receive $10.15 in cash for each share of Company common stock they own. However, this consideration is below both at least one analyst’s price target of $13 per share and the 52-week high of $11.85 per share.
The investigation focuses on whether Checkpoint’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 Checkpoint’s shareholders.
If you own common stock in Checkpoint and wish to obtain additional information and protect your investments free of charge, please fill out the form below or contact Faruqi & Faruqi's Juan Monteverde, Esq. either via e-mail at jmonteverde@faruqilaw.com or by telephone at (877) 247-4292 or (212) 983-9330. 

Faruqi & Faruqi Investigation: API Technologies Corp.


The Company’s stockholders will only receive $2 for each share of Company common stock they own. However, this consideration is below both at least one analyst’s price target of $3.75 per share and the 52-week high of $2.65 per share.
The investigation focuses on whether API’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 API’s shareholders.
If you own common stock in API and wish to obtain additional information and protect your investments free of charge, please fill out the form below or contact Juan Monteverde, Esq. either via e-mail at jmonteverde@faruqilaw.com or by telephone at (877) 247-4292 or (212) 983-9330.