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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 & Acquisition Law News

Practices: Mergers & Acquisitions

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Linked is the First Quarter 2016 edition of the Ropes & Gray M&A Newsletter. Topics addressed in this edition include:

News from the Courts

  • Court of Chancery Applies Entire Fairness Standard to Commercial Arrangement with Controlling Stockholder
  • Delaware Court Affirms that Entire Fairness is Operative Standard of Review for Controlling Stockholder Transaction that Did Not Satisfy MFW Factors
  • Court of Chancery Requires Affirmative Contractual Statement by Buyer Disclaiming Reliance on Extra-Contractual Representations in Context of a Merger Agreement to Bar Buyer’s Claim
  • Court of Chancery Applies Different Levels of Judicial Scrutiny to Different Actions Taken by Board in Response to Activist Stockholder
  • Court of Chancery Provides Guidance as to Information Demands by Corporate Stockholders and LLC Members/Managers
  • Delaware Court Continues to Scrutinize Disclosure-Only Settlement Cases
  • Federal Court Rejects Disclosure Claim Concerning Financial Advisor’s Premiums Paid Analysis
UK Updates

Asia Updates

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