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The Bulletin - Summer 2024

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  • Delaware Chancery Court Tells Activision: Statutory Compliance Is Not A Game

    Lauren Lummus

    In the latest chapter of long-running litigation against the directors of Activision Blizzard, Inc. (“Activision”), the Delaware Court of Chancery allowed plaintiff Sjunde AP-Fonden (“AP-7”) to pursue claims challenging Activision’s 2023 merger (the “Merger”) with Microsoft Corporation...

  • Supreme Court Clarifies the Boundaries of Liability Under Rule 10b-5(b) Premised on Item 303 Disclosure Violations

    Joshua Materese, Richard Russo, Jr.

    On April 12, 2024, the United States Supreme Court issued a rare unanimous ruling in Macquarie Infrastructure Corp. v. Moab Partners, L.P.[1] At issue in Macquarie was whether a company’s failure to make a disclosure required under Item 303 of SEC Regulation S-K (“Item 303”)[2] can give rise to a...

  • Kessler Topaz Secures Important Protections for Stockholders in Highly-Anticipated Delaware Supreme Court Opinion

    Michael McCutcheon

    On April 4, 2024, the Delaware Supreme Court issued an Opinion and reversed the Delaware Court of Chancery’s dismissal of a stockholder suit brought by Kessler Topaz and other plaintiffs challenging the fairness of a 2020 transaction in which IAC/InterActiveCorp (“IAC”) separated itself from its...

  • After Kessler Topaz Lawsuit, Kaiser Admits to Privacy Breach Affecting 13.4 Million Members

    Tyler Graden, Matthew Macken

    In April 2024, Kaiser Permanente, the nation’s largest managed care organization, notified state and federal regulators that its use of third-party web tracking technologies resulted in a privacy breach affecting 13.4 million current and former health plan members. This admission comes nearly a...

  • KTMC Secures Delaware Supreme Court Reversal Re-Affirming Materiality of Banker Conflicts in Squeeze-Out Transactions

    Kevin Kennedy, Grant Goodhart III

    On May 1, 2024, the Supreme Court of Delaware reversed the dismissal of a putative class action brought by KTMC challenging the fairness of the acquisition of Inovalon Holdings, Inc. (“Inovalon” or the “Company”) by a consortium of private-equity buyers (the “Transaction”). The Delaware Court of...

  • KTMC Obtains First-of-its-Kind Class Certification Win in Securities Fraud Case Against Goldman Sachs Arising From the 1MDB Scandal

    Nathan Hasiuk, Nathaniel Simon

    Our Winter 2024 newsletter[1] discussed the recent decision by the United States Court of Appeals for the Second Circuit in Arkansas Teacher Retirement System v. Goldman Sachs Group, Inc., 77 F.4th 74 (2d Cir. 2023) (“ATRS”), which provided guidance to lower courts on how to assess evidence...