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Ninth Circuit Splits from Five Other Circuits; Requires Only a Showing of Negligence for Claims Under Section 14(e) of the Exchange Act

On April 20, 2018, in Varjabedian v. Emulex Corp., the Ninth Circuit held that Section 14(e) of the Securities Exchange Act of 1934 requires a showing of only negligence, rather than scienter, in connection with a disclosure claim. In reversing the district court’s decision dismissing the complaint, the Ninth Circuit split from five other circuits, including the Second, Third, Fifth, Sixth, and Eleventh Circuits.

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The Ropes Recap: Mergers & Acquisitions Law News

Practices: Mergers & Acquisitions

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Linked is the First Quarter 2015 edition of the Ropes & Gray M&A Newsletter. Topics addressed in this edition include:

News from the Courts 

  • Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval 
  • Price Paid to Ancestry.com, Inc. Stockholders Determined to be Fair, Despite Contrary Arguments from “Appraisal Arbitrage” Investors 
  • In Earnout Dispute Cases, Chancery Court Rules on Implied Covenant of Good Faith and Scope of Arbitration 
  • Chancery Court Declines to Apply Fee-Shifting Bylaw to Former Shareholder 
  • Substantial Damages Awarded for Breach of Contractual Obligation to Negotiate in Good Faith 

Delaware Legislative Update

Notable Deals 

  • Kraft and Heinz to Merge in Deal Orchestrated by Warren Buffet and 3G Capital 
  • Bidding War Ends for Salix Pharmaceuticals 

London Update 

  • The Small Business, Enterprise and Employment Bill: Timeline for Implementation of Key Corporate Aspects 

Asia Update 

  • China Continues Foreign Investment Reforms by Revising Foreign Investment Catalogue

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