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

News from the Courts 

  • Delaware Chancery Court Finds That Dispute Over Accounting Methodology Is Subject to Arbitration Procedures 
  • Delaware Supreme Court Finds Purchaser Did Not Breach Earn-Out Provision 
  • Delaware Court Closely Scrutinizes Director Compensation 
  • Delaware Chancery Court Finds Restriction on Poison Pills Does Not Apply to Spun-Off Entity 
  • Board’s Refusal to Seat a Director Represented by Opposing Litigation Counsel is Consistent with its Fiduciary Duty 
  • Plaintiffs Strike Out in Two Recent Delaware Appraisal Actions 
  • Delaware Chancery Court Approves Settlement Agreement for $275 Million in Derivative Suit 
  • Delaware Chancery Court Describes Standards for Attorneys' Fees 

Delaware Legislative Update

Notable Deals 

  • Acquiring a Competitor: The Impact of “Foreign” on HSR Act Analysis 

London Update 

  • Avoiding Pitfalls When Serving Notice: IPSOS S.A. v. Dentsu Aegis Network Limited

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