Quimbee logo
DMCA.com Protection Status
From our private database of 18,800+ case briefs...

Varjabedian v. Emulex Corporation

United States Court of Appeals for the Ninth Circuit
888 F.3d 399 (2018)


Facts

Avago Technologies Wireless Manufacturing, Inc. (Avago) entered a merger agreement to acquire semiconductor company Emulex Corp. (defendant). An Avago subsidiary made a tender offer to buy Emulex’s outstanding stock at $8 per share, a 26.4 percent premium over the stock price before the merger announcement. Emulex decided to issue a statement advising shareholders whether to accept or reject the offer and hired Goldman Sachs to analyze the deal. As part of its recommendation to accept, Goldman Sachs produced a chart showing the premiums stockholders received in 17 similar transactions in the semiconductor industry in the five preceding years. The chart showed the 26.4 percent premium as within the normal range but below average. Emulex omitted the chart from the Schedule 14D-9 Recommendation Statement it filed with the Securities and Exchange Commission (SEC). Gary Varjabedian, Jerry Mutza, and other Emulex shareholders (plaintiffs) brought a class-action lawsuit, claiming $8 was too low. The trial court named Mutza lead plaintiff, and Mutza claimed that omitting the chart from Emulex’s recommendation statement misled shareholders in violation of the Williams Act. Relying on other circuit-court decisions, the trial court dismissed Mutza’s § 14(e) claims because he did not adequately plead that Emulex deliberately excluded the chart. The shareholders appealed, arguing that a negligent failure to disclose material information violates § 14(e).

Rule of Law

Issue

Holding and Reasoning (Murguia, J.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 499,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.

Here's why 499,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 18,800 briefs, keyed to 985 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.

Questions & Answers


Have a question about this case?

Sign up for a free 7-day trial and ask it

Sign up for a FREE 7-day trial