Securities

Bank of Napa Misleading S-4 Registration Statement Class Action

The Bank of Napa offers businesses and consumers a range of products and services in California’s Napa County, with a focus on small and medium-sized businesses, professionals, and not-for-profit groups. On July 31, 2017, a proposed transaction was announced in which the Bank of Marin Bancorp and Bank of Marin would acquire the Bank of  Read more

Numerex Merger Omissions of Information Securities Class Action

Numerex Corporation works with the “Internet of Things,” that is, the interconnected network of devices that communicate with each other via the Internet. On August 3, 2017, the company announced that it had formed a merger agreement to sell Numerex to Sierra Wireless, Inc. But according to the complaint for this class action, the Form  Read more

Premara Financial Omissions in S-4 Registration Statement Class Action

Premara Financial’s sole business is being the holding company for Carolina Premier Bank. In the proposed merger disclosed on July 21, 2017, Premara would merge into Select Bancorp and Carolina Bank would merge into Select Bancorp subsidiary Select Bank &Trust Company, with the Select entities surviving the merger. On September 27, 2017, a Form S-4  Read more

Dimension Therapeutics Solicitation Statement Omissions Class Action

Dimension Therapeutics focuses on new therapeutic products for people living with rare disease associated with the liver. On October 2, 2017, its board entered into a merger agreement with a company called Ultragenyx. However, the complaint for this class action alleges that the consideration to be paid to stockholders appears inadequate and that the Solicitation  Read more

NeuStar Merger Misleading Proxy Statement Securities Class Action

Technology company NeuStar is the Local Number Portability Administrator (LNPA), managing the Number Portability Administration Center (NPAC), which allows consumers to keep the same telephone number even when they switch providers. However, in 2015, the Federal Communications Commission (FCC) chose another company, Telcordia, to be the sole LNPA in the US. The change naturally affects  Read more

Bear State Financial Merger Proxy Statement Omissions Class Action

On August 22, 2017, a proposed transaction was announced, in which Bear State Financial and Bear State Bank would merge with Arvest Bank and Arvest Acquisition Sub, Inc. On September 25, 2017, a Preliminary Proxy Statement for the transaction was filed with the Securities and Exchange Commission (SEC). However, the complaint for this transaction alleges  Read more

Hawaiian Telcom Merger False and Misleading Registration Statement Class Action

On July 10, 2017 a proposed transaction was announced, under which Hawaiian Telcom Holdco, Inc. would be acquired by Cincinnati Bell, Inc. and Twin Acquisition Corp. However, the complaint for this class action alleges that the Form S-4 Registration Statement filed with the Securities and Exchange Commission (SEC) omits material information relating to the bases  Read more

J.Jill IPO Misleading Registration Statement Securities Class Action

J.Jill sells clothing and accessories for women ages 40-65 and it has a “loyal, engaged, and affluent” customer following, but according to the complaint for this class action, the information provided in the Registration Statement for its March 2017 IPO was insufficient to provide investors with a true picture of the company’s prospects. The complaint  Read more