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Anyone on this board held Dycom since 2017?
Stay safe,
Josh
Grabar Law Office is investigating allegations that Fifth Third Bancorp (Nasdaq: $FITB ) has, for years, and continuing through at least 2016, used a “cross-sell” strategy to increase the total number of products and services it provided to existing customers.
As alleged by the Bureau of Consumer Financial Protection (Bureau) in a complaint filed in March, to further this cross-sell strategy, and to increase the number of
products and services it provided to existing customers, Fifth Third conditioned
employee-performance ratings and, in some instances, continued employment on whether managers and their subordinate employees met ambitious sales goals. Fifth Third also used an incentive-compensation program that rewarded managers and their subordinate employees for selling new products and services to existing customers.
"Despite knowing since at least 2008 that employees were opening unauthorized consumer-financial products and services, Fifth Third took insufficient steps to properly implement and monitor its program, detect and stop misconduct, and identify and remediate harmed consumers. Predictably, Fifth Third’s employees, without consumers’ knowledge or consent, opened deposit accounts in consumers’ names; transferred funds from consumers’ existing accounts to new, improperly opened accounts; issued credit cards; enrolled consumers in online-banking services; and opened lines of credit on consumers’ accounts. In short, Fifth Third focused on its own financial interests to the detriment of consumers."
According to the Bureau complaint, Fifth Third’s conduct violated the Consumer Financial Protection Act of 2010 (CFPA), the Truth in Lending Act (TILA), the Truth in Savings Act (TISA), and their implementing regulations.
If you have continuously held FITB since February 2016, you may have rights to demand better corporate governance on behalf of FITB.
To learn more, message me here or email me at jgrabar@grabarlaw.com
Zyla Life Sciences (OTCQX: ZCOR) is being acquired by Assertio Therapeutics, Inc. (NASDAQ GS: ASRT) (Delaware corporation). Shareholders of Zyla will receive 2.5 shares of Assertio common stock for each share they own. The deal will require the shareholder approval of both companies. ASRT shareholders may be entitled to more fulsome disclosure and better valuation with respect to the deal. To learn more about this investigation, message me here or contact jgrabar@grabarlaw.com.
Zyla Life Sciences (OTCQX: ZCOR) is being acquired by Assertio Therapeutics, Inc. (NASDAQ GS: ASRT). Shareholders of Zyla will receive 2.5 shares of Assertio common stock for each share they own. The deal will require the shareholder approval of both companies. We are investigating whether more fulsome disclosures on valuation should be required here. To learn more, message me here or at jgrabar@grabarlaw.com.
MGM Holder since 2017? We are considering making a books and records demand regarding the $800 million settlement of the pertaining to the October 1, 2017 mass shooting. If you have held shares continuously since prior to October 1, 2017, and would like to learn more and how you may benefit, message me here or write me at jgrabar@grabarlaw.com.
Please stay safe and healthy.
Grabar Law Office is investigating Gulfport Energy Corporation (NASDAQ: $GPOR) for alleged violations of the Securities Exchange Act of 1934 on behalf of shareholders who purchased shares between May 3, 2019 and February 27, 2020. It is alleged that executives made false and misleading statements about the effectiveness of the Company's internal controls and procedures over financial reporting and investor disclosures, as well as the accuracy of its financial statements which included misrepresentations and concealment of (a) material weaknesses in the Company's internal controls over financial reporting, (b) deficiencies in the Company's disclosure controls and procedures, and (c) resulting misstatements in the Company's financial reports. On Feb. 27, 2020, Gulfport disclosed that its 3Q 2019 financial statements contained material misstatements and admitted that it (1) understated its accumulated depreciation, depletion, and amortization by $553 million, (2) overstated its income from operations by $553 million, (3) overstated its net income by $436 million, and had a material weakness in its internal control over financial reporting.
If you wish to learn more, message me here or email me at jgrabar@grabarlaw.com.
Stay safe and well.
Josh Grabar
Why is the stock tanking today?
Akerna Corp. (NASDAQ GS: KERN) shareholders are being asked to approve an agreement between Akerna and Ample Organic Inc. (Canadian corporation). Pursuant to the agreement, Akerna will acquire Ample and pay: (1) $7,500,000 in Canadian dollars, (2) 3,294,574 redeemable preferred shares of 2732805 Ontario Inc., and (3) CVRs up to $10,000,000 Canadian dollars of exchangeable shares of Akerna. The shareholders of Akerna are being asked to approve the agreement and the issuance of shares. We think that there may need to be greater disclosure and perhaps better valuation. Message me here if you think the same - or differently.
Grabar Law Office investigates possible wrongdoing and/or breaches of fiduciary duty by COU's Board of Directors in connection with the efforts of Bee Street Holdings LLC (“Bee Street”) to acquire the public minority interest in the Company in a tender offer (the “Buyout”). The Buyout is a freeze-out of the public minority interest in CUO and is subject to entire fairness review. We believe there is a credible basis to believe that the Buyout is being consummated at a price and via a process that is not entirely fair to CUO’s public stockholders.
If you are a current $CUO shareholder and would like to learn more, message me here or email me at jgrabar@grabarlaw.com
Josh Grabar
Grabar Law Office
We are investigating failures in corporate governance by the board of Vivint Solar, Inc. (VSLR) $VSLR.
In March of 2018, New Mexico Attorney General Hector Balderas (“New Mexico AG”) filed a lawsuit alleging that Vivint Solar, and its related companies, engaged in unfair and unconscionable business practices including fraud, racketeering, and clouding the titles to customers’ homes. Similarly, in October of 2019, Vivint Solar agreed to pay a fine and change its business practices as a result of an action brought by the New Jersey Attorney General related to deceptive sales practices, failing to deliver promised energy savings, and otherwise violating consumer protection laws.
On September 27, 2019, Marcus Aurelius Value published a report identifying twenty-eight (28) lawsuits filed against Vivint Solar (the “MAV Report”). The MAV Report alleges that these lawsuits were largely undisclosed to investors and that the allegations contained within these complaints include, inter alia, forgery, fraud, and deception. The allegations contained within the MAV Report allege illegal activity as far back as 2015.
Following the release of the MAV Report, Vivint Solar’s share price fell $0.14 per share, or over two percent (2%), to close at $6.55 per share on September 27, 2019, on unusually high trading volume. Further, during the days following the MAV Report, Vivint Solar’s shares continued to fall, and on October 1, 2019, the Company’s shares closed trading at $6.38 per share, representing a steep decline from the Company’s closing price of $7.97 on September 23, 2019.
On December 3, 2019, a consumer class action complaint was filed against Vivint Solar on behalf of consumers who were, inter alia, subject to Vivint Solar’s improper billing tactics, predatory sales strategies, and false and deceptive representations.
The Company failed to disclose its allegedly deceptive and illegal business practices as well as the multitude of pending lawsuits and other actions that the Company was facing. Therefore, the statements made in the Company’s SEC filings were materially false and/or misleading.
If you are a shareholder and would like to learn more about this matter and how you may benefit, message me here or contact me at jgrabar@grabarlaw.com
Grabar Law Office is investigating potential claims against the Board of Directors of AVX Corporation ("AVX" or "the Company") for possible breaches of fiduciary duty and other violations of Delaware state law in connection with the proposed sale of the Company to Kyocera Corporation ("Kycocera") and that the deal should be subject to a restrictive “entire fairness” test under Delaware law.
On February 21, 2020, AVX announced that it had entered into a merger agreement, in which Kyocera will acquire "all the outstanding shares of common stock of AVX not owned by Kyocera pursuant to an all-cash tender offer for $21.75 per share (the "Tender Offer"), followed by a merger in which all of the outstanding shares of AVX common stock not tendered in the Tender Offer (other than shares owned by holders who validly seek appraisal or shares already held by Kyocera) will be converted into the right to receive $21.75 per share of common stock, in cash.
If you are an AVX shareholder and believe the proposed buyout price is too low and want to learn more about your rights, contact jgrabar@grabarlaw.com or message me here.
Best regards,
Josh
Grabar Law Office Investigates NiSource (NYSE: NI) for corporate mismanagement leading to the September 2018 gas explosions in the Boston area.
In addition to $143 million settlement with the securities class case and an $80 million settlement with three communities, today a NiSource unit, Columbia Gas of Massachusetts agreed to plead guilty to a federal criminal charge in violation of the federal Natural Gas Pipeline Safety Act and pay a $53M fine after explosions and fires in 2018 that killed one person and injured 25 others.
The company also agrees to sell its operations in Massachusetts as a result of the disaster, and will implement safety procedures at pipelines it owns in Indiana, Pennsylvania, Maryland, Kentucky and other states.
The $53M fine is the largest criminal fine ever imposed under the pipeline safety act, the U.S. Attorney for Massachusetts says.
To learn more, message me here or contact me at jgrabar@grabarlaw.com
Thank you,
Josh
Victoria’s Secret to Go Private at $1.1 Billion Valuation
Leslie Wexner is expected to step down as L Brands chairman and CEO after selling control of lingerie brand
https://www.wsj.com/articles/victorias-secret-to-go-private-at-1-1-billion-valuation-11582168846?emailToken=3d3aeab6f652400cc5537935e73be6acY/8OJnfKhUFegYK0cYuNredwHP5cwgFEg9+sN9sqlE/KjQo58uq0Mj9n40UwFieRRuyBdFFFSlGS9zNyefrhWlVFh0HzmdEzMCi1+qTg20oqKfpNeZMj61wbzHr2ddmF&reflink=article_email_share
B.B.
I do not know why it took 18 months. Likely answer is that there was either no holder retained or no firm that had this on the radar. But that is a guess. My statute of limitations statement was that firms likely wanted to file to give the 60 day period time to run before 2 years from the start of the class period - March 19, 2020. The reason why all of the notices pop up once the first case is filed is because of the 60 day rule - 60 days to petition for lead plaintiff from the date of the first filed case. So notices pop up for 2 months and then that is that.
I don't think these cases will likely have much of an impact on share price. Certainly no intent to drive price down as if a short seller.
If you shoot me your email i can "show you" a filed complaint. You can decide for yourself whether the matter has merit or not.
Either way, have a great day!
Josh
Short answers as follows: As the statute of limitations approaches, filings will start. Once the first case is filed, notice is given, and there is 60 days for holders to move for lead plaintiff and counsel. So anyone and everyone who will file must do so by March 23, 2020. As far as major shareholders, they often stay as absent members of the class or join seeking lead, but rarely opt out and bring individual actions. That is just not the type of work in-house lawyers do in-house. I represent a number of municipalities and publicly traded companies. Whether true larger holders - like pension funds - ultimately file will remain to be seen and may not be known until close to or on 3/23/20 when petitions are made for lead plaintiff and lead counsel.
I have no doubt that others may have been bullish, but the D&O's have a duty to disclose truthfully to the market and GERN investors.
"When Geron held a conference call with investors on March 19, 2018, however, defendant Scarlett, Geron’s President and CEO, chose to tout the median overall survival of patients in IMbark, one of the study’s fourteen secondary endpoints. Generally, a median value is that which separates the lower half and upper half of a data set. In this context, it referred to the amount of time that elapsed before half of the patients in the study had passed away. Scarlett announced that the median overall survival had not been reached after nineteen months, meaning that the final median would almost certainly be greater than nineteen months. He further claimed that, in comparison, an analysis of “real world” data showed that patients with myelofibrosis who discontinued or no longer responded to their medication showed median overall survival of just seven months.
Not surprisingly, Scarlett’s encouraging statements about the IMbark study caused Geron’s stock price to increase more than 28% in one trading day. While defendant Scarlett is free to tout “positive” information about IMbark, under the federal securities laws he is bound to do so in a manner that will not mislead investors." Others may tout the stock all they wish, presuming no direct obligation to shareholders or the market under the securities laws.
You are anticipating certain arguments that may be made by GERN in defense. Time will tell.
Have a great day.
Josh
If the drug is viable, the suits will not impact the future Imetelstat or the patents at all.
The suits merely seek to recover investor losses from the company (which will likely get paid via corporate / D&O insurance policies). At the end of the day, viability of drugs and patents are not really the ultimate issue here, should they become viable tomorrow, then great for Geron and its investors, not to mention patients. The issue is what did company execs know vs. what did they tell the market during 6 months in 2018. When they knew more than they were letting on, Geron sold more than $83 million in common stock to the public at allegedly artificially inflated prices. The stock goes from $2.34 to $3.37 between December 2017 and March 16, 2018 and then cracks $6 before plummeting to $1.76 on September 26, 2018.
The key issue, for purposes of this securities fraud matter, comes down to the simple question of whether a class of investors have suffered financial damages because they relied on the integrity of the market, i.e., did investors who purchased shares between 3/19/18 and 9/26/18 pay artificially inflated prices for Geron common stock. Or, would these investors not have purchased Geron common stock at the prices they paid, or at all, if they had been aware that the market prices had been artificially and falsely inflated by Defendants’ misleading statements? Most people would not willingly buy shares at $5 or $6 if the fully disclosed information would result in share valuation of $2 or less, as it did here.
No doubt blood cancer is an awful disease, and we all have been impacted by cancer in various forms. My father is a lung cancer survivor, and cancer took my fiancee's mother's life a few years ago. So, no argument on that front at all.
Best regards,
Josh
Jeff,
Jannsen would not have any direct fiduciary duty to report to shareholders of Geron. Some of your additional questions will be answered with discovery, I am sure.
The main point here is that, as alleged, Defendants’ statements at the March 27, 2018 conference and in the Q1 and Q2 Form 10-Qs filed on May 10 and July 31, 2018, respectively, continued to mislead investors, particularly when considered in the context of Defendants’ earlier statements. These additional statements were materially misleading when made for the following reasons:
(a) Defendants continued to publicize the purportedly positive results of one of fourteen secondary outcome measures—overall survival—while knowingly omitting the results of the two primary endpoints, which the IMbark study had already failed to achieve;
(b) Defendants continued withhold the baseline disease characteristics of the myelofibrosis patients enrolled in the IMbark study which would allow investors to fairly compare the overall survival in the IMbark study to the
other studies previously referenced by Defendants; and
(c) due to the foregoing, there was a significantly increased risk that Janssen
would decline to continue with its collaboration with Geron.
In the meantime, capitalizing of the Company’s artificially inflated stock price, Geron sold more than $83 million in common stock to the unsuspecting public. According to Geron’s Form 10-Q filed with the SEC on July 31, 2018, during the six months ended June 30, 2018, Geron sold common stock via MLV & Co. investment bank for net proceeds of $47,651,000. Also, as stated in that Form 10-Q, Geron sold common stock via B. Riley FBR, Inc. investment bank for another $36,208,000 in net proceeds in the three months ended June 30, 2018.
So senior officers of the company were failing to disclose testing results while dumping their stock, leaving ordinary investors holding the bag.
Best regards,
Josh
Hi Jeff,
Whether GERN will be liable will remain to be seen, of course. I am happy to send you a copy of a filed complaint if you shoot me your email to jgrabar@grabarlaw.com. You can read and evaluate the complaint for yourself.
As alleged in the complaint, however, Geron was developing imetelstat in partnership with Janssen Biotech Inc. (“Janssen”), a division of Johnson & Johnson. During the Class Period, Janssen would decide
whether to continue to partner with Geron on imetelstat. If Janssen decided to continue with the
collaboration, it would owe Geron an upfront payment of $65 million, with hundreds of millions
of dollars in additional milestone payments possible. Janssen would make its decision based in part on the results of the IMbark trial. Janssen was conducting that trial under the supervision of the Joint Steering Committee (“JSC”) consisting of both Geron and Janssen employees. The JSC conducted an internal, nonpublic review of the IMbark results in March 2018. That review showed that IMbark was a failure.
The two primary endpoints for the study, the results which would determine whether the study was successful or not, were: (i) the spleen response rate, which measured the reduction in spleen swelling, and (ii) a composite of various symptoms called the Total Symptom Score (TSS). In order for IMbark to succeed, patients in the study needed to show at least a 35% reduction in spleen volume and a minimum 50% reduction in TSS. The actual results of the IMbark study were a disappointing 10% for the spleen response rate and 32% reduction in TSS—not even close to the results required for success.
These poor results boded ill for both the future of imetelstat and for Geron’s partnership with Janssen.
When Geron held a conference call with investors on March 19, 2018, however, defendant Scarlett, Geron’s President and CEO, chose to tout the median overall survival of patients in IMbark, one of the study’s fourteen secondary endpoints. Generally, a median value is that which separates the lower half and upper half of a data set. In this context, it referred to the amount of time that elapsed before half of the patients in the study had passed away. Scarlett announced that the median overall survival had not been reached after nineteen months, meaning that the final median would almost certainly be greater than nineteen months. He further claimed that, in comparison, an analysis of “real world” data showed that patients with myelofibrosis
who discontinued or no longer responded to their medication showed median overall survival of
just seven months.
Not surprisingly, Scarlett’s encouraging statements about the IMbark study caused Geron’s stock price to increase more than 28% in one trading day. While defendant Scarlett is free to tout “positive” information about IMbark, under the federal securities laws he is bound to do so in a manner that will not mislead investors. This responsibility includes disclosing any additional adverse information that cuts against the
voluntarily revealed, positive information. In this case, there was no adverse information more
significant than the actual results of the IMbark study, which were known to Defendants at the time. It was a failure. Moreover, Defendants knew, but failed to disclose, that the “real world” survival data that Scarlett was touting was itself misleading due to the disease characteristics of the patients in that study when compared to those in IMbark.
A week later, on March 27, 2018, a biotech journalist published an article which called out Scarlett and Geron for misleading the market with their statements on March 19, 2018, and for failing to disclose IMbark’s primary endpoint data or the baseline disease characteristics of patients in the study, all of which would help investors evaluate Defendants’ encouraging
claims.
On this news, Geron shares, which had closed at $5.98 per share on March 26, 2018, dropped 29% over the next two days to close at $4.23 per share on March 28, 2018.
This partial disclosure of Defendants’ deception, however, did not fully reveal the extent of the alleged fraud with respect to IMbark. Indeed, Defendants were undeterred and continued to push the misleading increased survival rate narrative at a March 27, 2018 Healthcare Conference and in the Company’s Q1 and Q2 Form 10-Qs filed on May 10, 2018 and July 31, 2018. At the same time, they continued to hold back the results of the IMbark study and other information which would have allowed investors to evaluate Defendants’ positive spin
on the study’s secondary results.
As a result, the price of Geron common stock continued to trade at artificially inflated levels. Geron took advantage of the inflation that it created by selling more than $83 million of its common stock to unsuspecting investors during the second quarter of 2018. On September 27, 2018, Defendants issued a press release finally admitting that IMbark was a failure. Geron disclosed that patients in the IMbark study had shown only
10% spleen volume reduction and 32% TSS reduction. Not coincidentally, Defendants further announced that Janssen had decided to terminate its partnership with Geron. In response to these belated disclosures, the price of Geron’s stock plummeted from $6.23 per share to $2.31 per share the next day, a decrease of over 62%.
Best,
Josh
Grabar Law Office Investigates Geron Corporation (NASDAQ: GERN) for violations of federal securities laws.
If you purchased GERN between March 19, 2018 and September 26, 2018 and would like to learn more about the action and how you may benefit, message me here or email me at jgrabar@grabarlaw.com
Best regards,
Josh
jgrabar@grabarlaw.com
Hi OTC Buyer,
I am happy to shoot you a filed complaint and discuss further. Please email me at jgrabar@grabarlaw.com
Thank you,
Josh
Did you buy OPRA between July 27, 2018 and January 15, 2020? As you know, it is alleged that OPRA failed to disclose that: (i) Opera had significantly overstated market opportunities and expected growth trends for its browser applications; (ii) Opera’s businesses relied on predatory lending practices; (iii) these facts, once revealed, were reasonably likely to have a material negative impact on Opera’s financial prospects, especially with respect to its lending applications’ continued availability on Google’s Play Store; and (iv) as a result, the defendants’ statements violated the federal securities laws.
If you would like to learn more about the matter and how you might benefit, including the possibility of court awarded incentive awards, message me here or contact me at jgrabar@grabarlaw.com
Thank you,
Josh
Grabar Law Office Investigates Qudian (NYSE: QD) for failure to account for increased delinquency rates.
Did you purchase stock in Qudian Inc. (NYSE: QD) ("Qudian") between December 13, 2018, and January 15, 2020? The price of your stock may have been artificially inflated by material misrepresentations or nondisclosure of information concerning Qudian’s projected financial performance in 2019 because Qudian failed to account for regulatory changes in China that caused increased delinquency rates in its loan portfolio. As a result, Qudian was forced to withdraw its 2019 financial guidance, and the price of its ADSs fell 19.13% on January 16, 2020.
If you purchased Qudian stock during this period, and the value of that stock has declined, or you have sustained a loss, you may have a claim under the federal securities laws. No out-of-pocket costs you whatsoever.
Interested in learning more? Contact us at jgrabar@grabarlaw.com or 267-507-6085.
Thank you,
Josh
Grabar Law Office Investigates Tilray, Inc. (NASDAQ GS: TLRY) for entering into an agreement and plan of merger and reorganization with Privateer Holdings, Inc.
If you are a TLRY shareholder and would like to learn more about whether the terms of the merger, share valuation and conversion are fair, please contact us today at 267-507-6085 or jgrabar@grabarlaw.com.
www.grabarlaw.com
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Any owners pre 9/9.19? Tilray, Inc. (NASDAQ GS: TLRY) (a Delaware corp.) entered into an agreement and plan of merger and reorganization with Privateer Holdings, Inc. (a privately held Delaware corp.) and Down River Merger Sub, LLC (a Delaware corp.) on September 9, 2019. Under the terms of the merger agreement, each share of Privateer capital stock that is outstanding prior to the merger will be automatically converted in to the right to receive the applicable portion of Tilray Class 1 (58,333,333 total shares) or Tilray Class 2 common stock (16,666,667 total shares) which equals a total of 75 million shares of Tilray to be given to Privateer shareholders. Privateer currently owns 75 million shares of Tilray and it will cancel those shares and administer the new 75 million shares to Privateer's equity holders. Upon closing, Privateer stockholders are expected to own approximately 75.4% of Tilray and 90.4% of the voting power of Tilray. The three founders of Privateer are expected to own 25.7% of Tilray and 71.0% of the voting Power. Brendan Kennedy is the CEO, president and a member of the Board of Tilray and is also Privateer's largest stockholder.