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

News from the Courts

  • The Demise of Disclosure-Only Settlements? The Court of Chancery Outlines a New Regime
  • Delaware Supreme Court Upholds Court of Chancery Rulings in the Rural/Metro Case
  • Court of Chancery Reverses Finding of Financial Advisor Aiding and Abetting Liability for Lack of an Underlying Breach
  • Hostile Bid Prevented by Confidentiality Agreement
  • Delaware Court of Chancery Invalidates Charter & Bylaw Provisions Allowing Only “For Cause” Director Removal Where Board Is Unclassified
  • Oregon Supreme Court Enforces Delaware Exclusive Forum Selection Bylaw
  • Delaware Supreme Court Upholds Award of Expectation Damages in Breach of Contract Claim
  • Delaware Court of Chancery Opinion Provides Guidance on the Interpretation of Contractual Provisions Relating to Fraud-Based Claims
  • Delaware Supreme Court Draws Inference that Controller’s Long-Term Friend Is Not Independent
  • Delaware Court of Chancery Binds Investor to Contractually Mandated Fair Value Assessment Determination


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