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Case 1:22-cv-05490 Document 1 Filed 06/28/22 Page 1 of 15
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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
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`--------------------------------------------------------
`SHIVA STEIN,
`
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`Plaintiff,
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`
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`Civil Action No. 22-cv-5490
`
`COMPLAINT FOR VIOLATIONS OF
`SECTIONS 14(a) AND 20(a) OF THE
`SECURITIES EXCHANGE ACT OF
`1934
`
`JURY TRIAL DEMANDED
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`Shiva Stein (“Plaintiff”), by and through her attorneys, alleges the following upon
`
`v.
`
`TWITTER, INC., BRET TAYLOR, PARAG
`AGRAWAL, MIMI ALEMAYEHOU, EGON
`DURBAN, MARTHA LANE FOX, OMID
`KORDESTANI, DR. FEI-FEI LI, PATRICK
`PICHETTE, and DAVID ROSENBLATT,
`
`
`Defendants.
`--------------------------------------------------------
`
`
`information and belief, including investigation of counsel and review of publicly-available
`
`information, except as to those allegations pertaining to Plaintiff, which are alleged upon personal
`
`knowledge:
`
`1.
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`This is an action brought by Plaintiff against Twitter, Inc. (“Twitter or the
`
`“Company”) and the members Twitter’s board of directors (the “Board” or the “Individual
`
`Defendants” and collectively with the Company, the “Defendants”) for their violations of Sections
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`14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. §§ 78n(a),
`
`78t(a), and SEC Rule 14a-9, 17 C.F.R. 240.14a-9 and 17 C.F.R. § 244.100, in connection with the
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`proposed acquisition of Twitter by affiliates of Elon R. Musk (“Musk”).
`
`2.
`
`Defendants have violated the above-referenced sections of the Exchange Act by
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`causing a materially incomplete and misleading Revised Preliminary Proxy Statement on Schedule
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`14A (the “Proxy Statement”) to be filed on June 21, 2022 with the United States Securities and
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`Exchange Commission (“SEC”) and disseminated to Company stockholders. The Proxy
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`

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`Case 1:22-cv-05490 Document 1 Filed 06/28/22 Page 2 of 15
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`Statement recommends that Company stockholders vote in favor of a proposed transaction
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`whereby the X Holdings II, Inc. (“Merger Sub”), a wholly-owned subsidiary of X Holdings I, Inc.
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`(“Parent”), will merge with and into Twitter with Twitter surviving as a wholly-owned subsidiary
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`of Parent (the “Proposed Transaction”). Pursuant to the terms of the definitive agreement and plan
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`of merger the companies entered into on April 25, 2022 (the “Merger Agreement”), each Twitter
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`stockholder will receive $54.20 in cash (the “Merger Consideration”) for each Twitter share
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`owned. Parent and Merger Sub are affiliates of Musk.
`
`1.
`
`As discussed below, Defendants have asked Twitter’s stockholders to support the
`
`Proposed Transaction based upon the materially incomplete and misleading representations and
`
`information contained in the Proxy Statement, in violation of Sections 14(a) and 20(a) of the
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`Exchange Act. Specifically, the Proxy Statement contains materially incomplete and misleading
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`information concerning the analyses performed by the Company’s financial advisors Goldman
`
`Sachs & Co. LLC (“Goldman Sachs”) and J.P. Morgan Securities LLC (“J.P. Morgan”) in support
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`of their fairness opinions.
`
`2.
`
`It is imperative that the material information that has been omitted from the Proxy
`
`Statement is disclosed to the Company’s stockholders prior to the forthcoming stockholder vote
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`so that they can properly exercise their corporate suffrage rights.
`
`3.
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`For these reasons and as set forth in detail herein, Plaintiff seeks to enjoin
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`Defendants from taking any steps to consummate the Proposed Transaction unless and until the
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`material information discussed below is disclosed to Twitter’s stockholders or, in the event the
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`Proposed Transaction is consummated, to recover damages resulting from the Defendants’
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`violations of the Exchange Act.
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`2
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`Case 1:22-cv-05490 Document 1 Filed 06/28/22 Page 3 of 15
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`JURISDICTION AND VENUE
`
`4.
`
`This Court has subject matter jurisdiction pursuant to Section 27 of the Exchange
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`Act (15 U.S.C. § 78aa) and 28 U.S.C. § 1331 (federal question jurisdiction) as Plaintiff alleges
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`violations of Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9.
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`5.
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`Personal jurisdiction exists over each Defendant either because the Defendant
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`conducts business in or maintains operations in this District, or is an individual who is either
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`present in this District for jurisdictional purposes or has sufficient minimum contacts with this
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`District as to render the exercise of jurisdiction over Defendant by this Court permissible under
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`traditional notions of fair play and substantial justice.
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`6.
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`Venue is proper in this District under Section 27 of the Exchange Act, 15 U.S.C. §
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`78aa, as well as under 28 U.S.C. § 1391, because the Company trades on the New York Stock
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`Exchange, headquartered in this District, and the Company’s proxy solicitor, Innisfree M&A
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`Incorporated, is also headquartered in this District.
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`PARTIES
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`7.
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`Plaintiff is, and has been at all relevant times, the owner of Twitter stocks and has
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`held such stocks since prior to the wrongs complained of herein.
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`8.
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`Individual Defendant Bret Taylor has served as a member of the Board since July
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`2021 and is the Independent Board Chair of the Company.
`
`9.
`
`Individual Defendant Parag Agrawal has served as a member of the Board since
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`2021 and is the Chief Executive Officer of the Company.
`
`10.
`
`Individual Defendant Mimi Alemayehou has served as a member of the Board since
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`2021.
`
`11.
`
`Individual Defendant Egon Durban has served as a member of the Board since
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`March 2020.
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`Case 1:22-cv-05490 Document 1 Filed 06/28/22 Page 4 of 15
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`12.
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`Individual Defendant Martha Lane Fox has served as a member of the Board since
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`April 2016.
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`13.
`
`Individual Defendant Omid Kordestani has served as a member of the Board since
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`October 2015.
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`14.
`
`Individual Defendant Dr. Fei-Fei Li has served as a member of the Board since
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`2020.
`
`15.
`
`Individual Defendant Patrick Pichette has served as a member of the Board since
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`December 2017.
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`16.
`
`Individual Defendant David Rosenblatt has served as a member of the Board since
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`December 2010.
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`17.
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`Defendant Twitter is a Delaware corporation and maintains its principal offices at
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`1355 Market Street, Suite 900, San Francisco, California 94103. The Company’s stock trades on
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`the New York Stock Exchange under the symbol “TWTR.”
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`18.
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`The defendants identified in paragraphs 10-16 are collectively referred to as the
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`“Individual Defendants” or the “Board.”
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`19.
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`The defendants identified in paragraphs 10-17 are collectively referred to as the
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`“Defendants.”
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`SUBSTANTIVE ALLEGATIONS
`
`A.
`
`The Proposed Transaction
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`20.
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`Twitter operates as a platform for public self-expression and conversation in real-
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`time. The Company’s primary product is Twitter, a platform that allows users to consume, create,
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`distribute, and discover content. It also provides promoted products that enable advertisers to
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`promote brands, products, and services, as well as enable advertisers to target an audience based
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`on various factors, including who an account follows and actions taken on its platform, such as
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`4
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`Case 1:22-cv-05490 Document 1 Filed 06/28/22 Page 5 of 15
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`Tweets created and engagement with Tweets. Its promoted products consist of promoted ads and
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`Twitter Amplify, Follower Ads, and Twitter takeover. In addition, the Company offers
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`monetization products for creators, including Tips to directly send small one-time payments on
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`Twitter using various payment methods, including bitcoin; Super Follows, a paid monthly
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`subscription, which includes bonus content, exclusive previews, and perks as a way to support and
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`connect with creators on Twitter; and Ticketed Spaces to support creators on Twitter for their time
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`and effort in hosting, speaking, and moderating the public conversation on Twitter Spaces. Further,
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`it offers products for developers and data partners comprising Twitter Developer Platform, a
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`platform that enables developers to build tools for people and businesses using its public
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`application programming interface; and paid access to Twitter data for partners with commercial
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`use cases. Twitter was founded in 2006 and is based in San Francisco, California.
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`21.
`
`On April 25, 2022, the Company and Musk jointly announced the Proposed
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`Transaction:
`
`SAN FRANCISCO, April 25, 2022 /PRNewswire/ -- Twitter, Inc.
`(NYSE: TWTR) today announced that it has entered into a
`definitive agreement to be acquired by an entity wholly owned
`by Elon Musk, for $54.20 per share in cash in a transaction valued
`at approximately $44 billion. Upon completion of the transaction,
`Twitter will become a privately held company.
`
`Under the terms of the agreement, Twitter stockholders will
`receive $54.20 in cash for each share of Twitter common stock that
`they own upon closing of the proposed transaction. The purchase
`price represents a 38% premium to Twitter's closing stock price
`on April 1, 2022, which was the last trading day before Mr. Musk
`disclosed his approximately 9% stake in Twitter.
`
`Bret Taylor, Twitter's Independent Board Chair, said, "The Twitter
`Board conducted a thoughtful and comprehensive process to assess
`Elon's proposal with a deliberate focus on value, certainty, and
`financing. The proposed transaction will deliver a substantial cash
`premium, and we believe it is the best path forward for Twitter's
`stockholders."
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`Case 1:22-cv-05490 Document 1 Filed 06/28/22 Page 6 of 15
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`Parag Agrawal, Twitter's CEO, said, "Twitter has a purpose and
`relevance that impacts the entire world. Deeply proud of our teams
`and inspired by the work that has never been more important."
`
`"Free speech is the bedrock of a functioning democracy, and Twitter
`is the digital town square where matters vital to the future of
`humanity are debated," said Mr. Musk. "I also want to make Twitter
`better than ever by enhancing the product with new features, making
`the algorithms open source to increase trust, defeating the spam bots,
`and authenticating all humans. Twitter has tremendous potential – I
`look forward to working with the company and the community of
`users to unlock it."
`
`Transaction Terms and Financing
`
`The transaction, which has been unanimously approved by the
`Twitter Board of Directors, is expected to close in 2022, subject to
`the approval of Twitter stockholders, the receipt of applicable
`regulatory approvals and the satisfaction of other customary closing
`conditions.
`
`Mr. Musk has secured $25.5 billion of fully committed debt and
`margin loan financing and is providing an approximately $21.0
`billion equity commitment. There are no financing conditions to the
`closing of the transaction.
`
`For further information regarding all terms and conditions contained
`in the definitive transaction agreement, please see Twitter's Current
`Report on Form 8-K, which will be filed in connection with the
`transaction.
`
`First Quarter 2022 Earnings Results
`
`Twitter plans to release its first quarter fiscal year 2022 results
`before market open on April 28, 2022. In light of the pending
`transaction announced today, Twitter will not hold a corresponding
`conference call.
`
`Advisors
`
`Goldman Sachs & Co. LLC, J.P. Morgan, and Allen & Co. are
`serving as financial advisors to Twitter, and Wilson Sonsini
`Goodrich & Rosati, Professional Corporation and Simpson Thacher
`& Bartlett LLP are serving as legal counsel. Morgan Stanley is
`acting as lead financial advisor to Mr. Musk. BofA Securities and
`Barclays are also acting as financial advisors. Skadden, Arps, Slate,
`Meagher & Flom LLP is serving as legal counsel.
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`Case 1:22-cv-05490 Document 1 Filed 06/28/22 Page 7 of 15
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`
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`22.
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`The Board has unanimously agreed to the Proposed Transaction. It is therefore
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`* * *
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`imperative that Twitter’s stockholders are provided with the material information that has been
`
`omitted from the Proxy Statement, so that they can meaningfully assess whether or not the
`
`Proposed Transaction is in their best interests prior to the forthcoming stockholder vote.
`
`B.
`
`The Materially Incomplete and Misleading Proxy Statement
`
`23.
`
`On June 21, 2022, Twitter filed the Proxy Statement with the SEC in connection
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`with the Proposed Transaction. The Proxy Statement was furnished to the Company’s
`
`stockholders and solicits the stockholders to vote in favor of the Proposed Transaction. The
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`Individual Defendants were obligated to carefully review the Proxy Statement before it was filed
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`with the SEC and disseminated to the Company’s stockholders to ensure that it did not contain any
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`material misrepresentations or omissions. However, the Proxy Statement misrepresents and/or
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`omits material information that is necessary for the Company’s stockholders to make an informed
`
`decision concerning whether to vote in favor of the Proposed Transaction, in violation of Sections
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`14(a) and 20(a) of the Exchange Act.
`
`Omissions and/or Material Misrepresentations Concerning Financial Projections
`
`24.
`
`The Proxy Statement fails to provide material information concerning financial
`
`projections by Twitter management and relied upon by the financial advisors in their analyses. The
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`Proxy Statement discloses management-prepared financial projections for the Company which are
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`materially misleading. The Proxy Statement indicates that in connection with the rendering of its
`
`fairness opinion, that the Company prepared certain non-public financial forecasts (the “Company
`
`Projections”) and provided them to the Board and the financial advisors with forming views about
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`the stand-alone valuation of the Company. Accordingly, the Proxy Statement should have, but fails
`
`to provide, certain information in the projections that Twitter management provided to the Board
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`Case 1:22-cv-05490 Document 1 Filed 06/28/22 Page 8 of 15
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`and the financial advisors. Courts have uniformly stated that “projections … are probably among
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`the most highly-prized disclosures by investors. Investors can come up with their own estimates
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`of discount rates or [] market multiples. What they cannot hope to do is replicate management’s
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`inside view of the company’s prospects.” In re Netsmart Techs., Inc. S’holders Litig., 924 A.2d
`
`171, 201-203 (Del. Ch. 2007).
`
`25.
`
`For the Company Projections, the Proxy Statement provides values for non-GAAP
`
`(Generally Accepted Accounting Principles) financial metrics: Adjusted EBITDA, and Unlevered
`
`Free Cash Flow, but fails to provide line items used to calculate the metrics and/or a reconciliation
`
`of the non-GAAP metrics to their most comparable GAAP measures, in direct violation of
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`Regulation G and consequently Section 14(a).
`
`26. When a company discloses non-GAAP financial measures in a Proxy Statement
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`that were relied on by a board of directors to recommend that stockholders exercise their corporate
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`suffrage rights in a particular manner, the company must, pursuant to SEC regulatory mandates,
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`also disclose all projections and information necessary to make the non-GAAP measures not
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`misleading, and must provide a reconciliation (by schedule or other clearly understandable
`
`method) of the differences between the non-GAAP financial measure disclosed or released with
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`the most comparable financial measure or measures calculated and presented in accordance with
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`GAAP. 17 C.F.R. § 244.100.
`
`27.
`
`The SEC has noted that:
`
`companies should be aware that this measure does not have a
`uniform definition and its title does not describe how it is calculated.
`Accordingly, a clear description of how this measure is calculated,
`as well as the necessary reconciliation, should accompany the
`measure where
`it
`is used. Companies should also avoid
`inappropriate or potentially misleading
`inferences about
`its
`usefulness. For example, "free cash flow" should not be used in a
`manner that inappropriately implies that the measure represents the
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`Case 1:22-cv-05490 Document 1 Filed 06/28/22 Page 9 of 15
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`residual cash flow available for discretionary expenditures, since
`many companies have mandatory debt service requirements or other
`non-discretionary expenditures that are not deducted from the
`measure.1
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`Thus, to cure the Proxy Statement and the materially misleading nature of the
`
`28.
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`forecasts under SEC Rule 14a-9 as a result of the omitted information in the Proxy Statement,
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`Defendants must provide a reconciliation table of the non-GAAP measures to the most comparable
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`GAAP measures to make the non-GAAP metrics included in the Proxy Statement not misleading.
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`Omissions and/or Material Misrepresentations Concerning Financial Analyses
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`29. With respect to Goldman Sachs’ Illustrative Present Value of Future Share Price
`
`Analysis, the Proxy Statement fails to disclose: (i) the inputs and assumptions underlying the
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`forward EV/EBITDA multiples of 15.0x to 17.5x; (ii) Twitter’s estimated total cash and cash
`
`equivalents and equity investments as of December 31, 2022, 2023, and 2024; (iii) Twitter’s
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`estimated total debt as of December 31, 2022, 2023, and 2024; (iv) the projected number of fully
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`diluted outstanding shares of Twitter; (v) the inputs and assumptions underlying the illustrative
`
`discount rate of 11.4%; (vi) Twitter’s cost of equity; and (vii) the company-specific inputs used
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`for the application of CAPM.
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`30. With respect to Goldman Sachs’ Illustrative Discounted Cash Flow Analysis, the
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`Proxy Statement fails to disclose: (i) the range of illustrative terminal values for Twitter; (ii) the
`
`inputs and assumptions underlying the use of illustrative exit terminal year EV/EBITDA multiples
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`ranging from 10.0x to 15.0x; (iii) the inputs and assumptions underlying the perpetuity growth
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`rates ranging from 5.6% to 9.0%; (iv) the inputs and assumptions underlying the use of the range
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`of discount rates of 10.0% to 12.0%; (v) the Company’s weighted average cost of capital; (vi) the
`
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`1 U.S. Securities and Exchange Commission, Non-GAAP Financial Measures, last updated April
`4, 2018, available at: https://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm
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`Case 1:22-cv-05490 Document 1 Filed 06/28/22 Page 10 of 15
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`number of fully-diluted outstanding shares of Twitter common stock as of March 31, 2022; (vii)
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`Twitter’s estimated total cash and cash equivalents and equity investments as of December 31,
`
`2021; and (viii) the estimated net debt of Twitter as of December 31, 2021.
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`31. With respect to Goldman Sachs’ Selected Precedent Transactions Analysis, the
`
`Proxy Statement fails to disclose the financial metrics for each transaction selected for the analysis.
`
`32. With respect to Goldman Sachs’ Premia Paid Analysis, the Proxy Statement fails
`
`to disclose the companies and the premiums of the transactions observed in the analysis.
`
`33. With respect to Goldman Sachs’ Selected Public Company Comparables analysis,
`
`the Proxy Statement fails to disclose the financial metrics for each company selected for the
`
`analysis.
`
`34. With respect to J.P. Morgan’s Public Trading Multiples analysis, the Proxy
`
`Statement fails to disclose the financial metrics for each company selected for the analysis.
`
`35. With respect to J.P. Morgan’s Selected Transaction Multiples Analysis, the Proxy
`
`Statement fails to disclose the financial metrics for each transaction selected for the analysis.
`
`36. With respect to J.P. Morgan’s Illustrative Discounted Cash Flow Analysis, the
`
`Proxy Statement fails to disclose: (i) the range of terminal values for Twitter; (ii) the inputs and
`
`assumptions underlying the terminal growth rates ranging from 6.0% to 7.0%; (iii) the inputs and
`
`assumptions underlying the use of the range of discount rates of 10.25% to 11.25%; and (iv) the
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`present value of tax credits expected to be utilized by Twitter through fiscal year 2027, as
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`calculated by J.P. Morgan.
`
`37.
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`In sum, the omission of the above-referenced information renders statements in the
`
`Proxy Statement materially incomplete and misleading in contravention of the Exchange Act.
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`Absent disclosure of the foregoing material information prior to the special stockholder meeting
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`Case 1:22-cv-05490 Document 1 Filed 06/28/22 Page 11 of 15
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`to vote on the Proposed Transaction, Plaintiff will be unable to make a fully-informed decision
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`regarding whether to vote in favor of the Proposed Transaction, and she is thus threatened with
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`irreparable harm, warranting the injunctive relief sought herein.
`
`CLAIMS FOR RELIEF
`
`COUNT I
`
`On Behalf of Plaintiff Against All Defendants for Violations of
`Section 14(a) of the Exchange Act and Rule 14a-9 and 17 C.F.R. § 244.100
`
`38.
`
`Plaintiff incorporates each and every allegation set forth above as if fully set forth
`
`
`
`herein.
`
`39.
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`Rule 14a-9, promulgated by the SEC pursuant to Section 14(a) of the Exchange
`
`Act, provides that proxy communications with stockholders shall not contain “any statement
`
`which, at the time and in the light of the circumstances under which it is made, is false or
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`misleading with respect to any material fact, or which omits to state any material fact necessary in
`
`order to make the statements therein not false or misleading.” 17 C.F.R. § 240.14a-9.
`
`40.
`
`Defendants have issued the Proxy Statement with the intention of soliciting
`
`stockholder support for the Proposed Transaction. Each of the Defendants reviewed and
`
`authorized the dissemination of the Proxy Statement and the use of their name in the Proxy
`
`Statement, which fails to provide critical information regarding, among other things, the financial
`
`projections that were prepared by the Company and relied upon by the Board in recommending
`
`the Company’s stockholders vote in favor of the Proposed Transaction.
`
`41.
`
`In so doing, Defendants made untrue statements of fact and/or omitted material
`
`facts necessary to make the statements made not misleading. Each of the Individual Defendants,
`
`by virtue of their roles as officers and/or directors, were aware of the omitted information but failed
`
`to disclose such information, in violation of Section 14(a). The Individual Defendants were
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`Case 1:22-cv-05490 Document 1 Filed 06/28/22 Page 12 of 15
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`therefore negligent, as they had reasonable grounds to believe material facts existed that were
`
`misstated or omitted from the Proxy Statement, but nonetheless failed to obtain and disclose such
`
`information to stockholders although they could have done so without extraordinary effort.
`
`42.
`
`Defendants were, at the very least, negligent in preparing and reviewing the Proxy
`
`Statement. The preparation of a Proxy Statement by corporate insiders containing materially false
`
`or misleading statements or omitting a material fact constitutes negligence. Defendants were
`
`negligent in choosing to omit material information from the Proxy Statement or failing to notice
`
`the material omissions in the Proxy Statement upon reviewing it, which they were required to do
`
`carefully. Indeed, Defendants were intricately involved in the process leading up to the signing of
`
`the Merger Agreement and the preparation and review of strategic alternatives.
`
`43.
`
`The misrepresentations and omissions in the Proxy Statement are material to
`
`Plaintiff, who will be deprived of her right to cast an informed vote if such misrepresentations and
`
`omissions are not corrected prior to the vote on the Proposed Transaction. Plaintiff has no adequate
`
`remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiff be fully
`
`protected from the immediate and irreparable injury that Defendants’ actions threaten to inflict.
`
`COUNT II
`
`On Behalf of Plaintiff Against the Individual Defendants for Violations of Section 20(a) of
`the Exchange Act
`
`Plaintiff incorporates each and every allegation set forth above as if fully set forth
`
`44.
`
`herein.
`
`45.
`
`The Individual Defendants acted as controlling persons of Twitter within the
`
`meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their positions as
`
`directors of Twitter, and participation in and/or awareness of the Company’s operations and/or
`
`intimate knowledge of the incomplete and misleading statements contained in the Proxy Statement
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`Case 1:22-cv-05490 Document 1 Filed 06/28/22 Page 13 of 15
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`filed with the SEC, they had the power to influence and control and did influence and control,
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`directly or indirectly, the decision making of Twitter, including the content and dissemination of
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`the various statements that Plaintiff contends are materially incomplete and misleading.
`
`46.
`
`Each of the Individual Defendants was provided with or had unlimited access to
`
`copies of the Proxy Statement and other statements alleged by Plaintiff to be misleading prior to
`
`and/or shortly after these statements were issued and had the ability to prevent the issuance of the
`
`statements or cause the statements to be corrected.
`
`47.
`
`In particular, each of the Individual Defendants had direct and supervisory
`
`involvement in the day-to-day operations of Twitter, and, therefore, is presumed to have had the
`
`power to control or influence the particular transactions giving rise to the Exchange Act violations
`
`alleged herein, and exercised the same. The omitted information identified above was reviewed
`
`by the Board prior to voting on the Proposed Transaction. The Proxy Statement at issue contains
`
`the unanimous recommendation of the Board to approve the Proposed Transaction. The Individual
`
`Defendants were thus directly involved in the making of the Proxy Statement.
`
`48.
`
`In addition, as the Proxy Statement sets forth at length, and as described herein, the
`
`Individual Defendants were involved in negotiating, reviewing, and approving the Merger
`
`Agreement. The Proxy Statement purports to describe the various issues and information that the
`
`Individual Defendants reviewed and considered. The Individual Defendants participated in
`
`drafting and/or gave their input on the content of those descriptions.
`
`49.
`
`By virtue of the foregoing, the Individual Defendants have violated Section 20(a)
`
`of the Exchange Act.
`
`50.
`
`As set forth above, the Individual Defendants had the ability to exercise control
`
`over and did control a person or persons who have each violated Section 14(a) and Rule 14a-9, by
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`Case 1:22-cv-05490 Document 1 Filed 06/28/22 Page 14 of 15
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`their acts and omissions as alleged herein. By virtue of their positions as controlling persons, these
`
`defendants are liable pursuant to Section 20(a) of the Exchange Act. As a direct and proximate
`
`result of Individual Defendants’ conduct, Plaintiff will be irreparably harmed.
`
`51.
`
`Plaintiff has no adequate remedy at law. Only through the exercise of this Court’s
`
`equitable powers can Plaintiff be fully protected from the immediate and irreparable injury that
`
`Defendants’ actions threaten to inflict.
`
`RELIEF REQUESTED
`
`WHEREFORE, Plaintiff demands injunctive relief in her favor and against the Defendants
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`jointly and severally, as follows:
`
`A.
`
`Preliminarily and permanently enjoining Defendants and their counsel, agents,
`
`employees and all persons acting under, in concert with, or for them, from proceeding with,
`
`consummating, or closing the Proposed Transaction, unless and until Defendants disclose the
`
`material information identified above which has been omitted from the Proxy Statement;
`
`B.
`
`Rescinding, to the extent already implemented, the Merger Agreement or any of
`
`the terms thereof, or granting Plaintiff rescissory damages;
`
`C.
`
`Directing the Defendants to account to Plaintiff for all damages suffered as a result
`
`of their wrongdoing;
`
`D.
`
`Awarding Plaintiff the costs and disbursements of this action, including reasonable
`
`attorneys’ and expert fees and expenses; and
`
`E.
`
`Granting such other and further equitable relief as this Court may deem just and
`
`proper.
`
`JURY DEMAND
`
`Plaintiff demands a trial by jury.
`
`Dated: June 28, 2022
`
`By: MELWANI & CHAN LLP
`
`14
`
`

`

`Case 1:22-cv-05490 Document 1 Filed 06/28/22 Page 15 of 15
`
`
`
`
`/s/ Gloria Kui Melwani
`Gloria Kui Melwani
`1180 Avenue of the Americas, 8th Fl.
`New York, NY 10036
`Telephone: (212) 382-4620
`Email: gloria@melwanichan.com
`
`Attorneys for Plaintiff
`
`
`
`
`
`
`
`15
`
`

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