By contrast, in this case, the “corporation's best interests” are not at all aligned with the interests of the victim plaintiff.Anticipating the speculation that might result from Blackstone's investment, on August 9, 2007, SLI issued a press release that stated: “[SLI] ․ will continue to be privately held, and the Stiefel family will retain control and continue to hold a majority-share ownership of the company.” That same day, Charles Stiefel sent an e-mail to SLI employees assuring them that “[SLI] will continue to be a privately held company operating under my direction as Chairman, Chief Executive Officer, and President.” A “Frequently Asked Questions” document attached to the e-mail further informed employees:Unknown to Finnerty, the Stiefel family had been exploring the possibility of selling SLI since November of 2008. § 401(a)(23); John D. Colombo, Paying for Sins of the Master: An Analysis of the Tax Effects of Pension Plan Disqualification and a Proposal for Reform, 34 Ariz. L.Rev. Timothy FINNERTY, Plaintiff–Appellee, v. STIEFEL LABORATORIES, INC., a Delaware Corporation, Charles W. Stiefel, Defendants–Appellants.A stock bonus plan, like the ESBP, is an employee compensation program, established and maintained by an employer, which distributes benefits in the form of cash or stock in the employer company. 2 Case: 12-13947 Date Filed: 06/30/2014 Page: 3 of 29 ANDERSON, Circuit Judge: Plaintiff Timothy Finnerty filed this lawsuit against Stiefel Laboratories, Inc. ( SLI ) and its chief executive officer, Charles Stiefel (hereinafter jointly referred to as SLI ), alleging violations of § 10(b) of the Securities Exchange Act of 1934 and accompanying Rule 10b-5. Eventually, two companies—Sanofi-Aventis and GSK—submitted non-binding bids for SLI. Burlington, 114 F.3d at 1432 (stating that determining whether a disclosure contains an implicit continuing representation “is a function of what a reasonable investor expects”); San Leandro Emergency Med. See id.In August 2007, SLI announced a $500 million minority investment by The Blackstone Group (“Blackstone”). § 1021(i)(1)-(2). Mukherjee advised the Stiefels that they should “either sell [SLI] right now or wait five years,” and he estimated that the acquisition price could be as high as “3–5 times sales,” with the price that Blackstone paid ($60,000 per share) as the floor. She said there is "no suggestion" that Glaxo acted improperly during the time period covered by the lawsuits.In 2008, Stiefel told employees that it was terminating the employee stock bonus plan and merging it into a 401(k) retirement plan, according to the lawsuit. A call made to Bogush & Grady Tuesday was not immediately returned.In the time running up to the 2009 sale to Glaxo, Stiefel bought hundreds of employee shares and also increased the amount of money it was willing to spend to buy back shares from $10 million to $14 million, according to the SEC's lawsuit, which was filed in December 2011 in Florida. SLI argued that this testimony misled jurors into believing that it could have refused to honor Finnerty's “put” election and thus prejudiced its defense on the element of scienter. The lawsuit does not specify how many people were laid off at the time.The lawsuit says that in March 2008, Bogush & Grady valued Stiefel at $876 million, and its stock was valued at $16,469 per share. We conclude that the evidence in the record is sufficient to support this determination.SLI was a privately-held pharmaceutical company controlled by the Stiefel family from its founding in 1847 until 2009, when it merged with GlaxoSmithKline (“GSK”). ''Miami's independent source of local news and cultureOr sign in with a social account:The Miami New Times may earn a portion of sales from products & services purchased through links on our site from our affiliate partners.The SEC wants Stiefel and his old company to return "all ill-gotten profits" and face civil penalties as well.Get the most out of your experience with a personalized all-access pass to everything local on events, music, restaurants, news and more. ``We fund our research ourselves, and we don't need to access the capital markets. A suspension, limitation, or restriction “which occurs by reason of the application of the securities laws,” however, is exempt from the definition of “blackout” period, id.
§ 1.401–1(b)(1)(ii)–(iii). With respect to contingent or speculative information such as preliminary merger discussions, materiality “will depend at any given time upon a balancing of both the indicated probability that the event will occur and the anticipated magnitude of the event in light of the totality of the company activity.” Id. Philip Morris, 75 F.3d at 810 (determining that a “hyped” plan could induce reasonable expectations among investors, but a “single, vague statement” could not).1.
Stiefel Laboratories, Inc. manufactures, markets and/or distributes more than 11 drugs in the … Corp., 873 F.2d 411, 417 (1st Cir.1989) (concluding that an open-ended promise to operate target entity as an independent subsidiary is not inconsistent with decision to merge target entity into the parent company two years later).
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