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Expert Analysis

9th Circ. Lowers The Bar On Tender Offer Claims

By William Sullivan, Scott Carlton, Ryan Walsh and Nathan Brown (May 1, 2018, 11:21 AM EDT) -- In Varjabedian v. Emulex Corp.,[1] the Ninth Circuit held that claims under Section 14(e) of the Securities Exchange Act of 1934 only require a showing of negligence rather than scienter. Section 14(e) makes it unlawful for any person "[1] to make any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or [2] to engage in any fraudulent, deceptive, or manipulative acts or practices, in connection with any tender offer."...

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