BACKGROUND OF THE ACTION. 18 AdWords is a global advertising program offered by Google. This Action concerns Google’s 19 billing practice for its AdWords program. 20 On May 4, 2006, Representative Plaintiffs filed their Second Amended Class Action 21 Complaint, which is the operative complaint in the Action, which alleges five causes of action: (1)
BACKGROUND OF THE ACTION. On September 13, 2013, Petitioner Xxxxxxx Xxxxxxx (“Petitioner”) filed a shareholder derivative petition (the “Petition”) in the Court, captioned Okumura x. Xxxxxxx et al, Cause No. D-1-GN-13-003230 (the “Okumura Action”), on behalf of Active Power and against Active Power’s Board of Directors and certain officers of Active Power (collectively, the “Individual Defendants”). The Petition alleges that, from approximately April 30, 2013 through September 5, 2013, the Individual Defendants issued or authorized the issuance of materially false or misleading statements regarding a purported strategic partnership between Active Power and Digital China Information Service Company Limited “Digital China”). On September 5, 2013, however, Active Power, through a press release, revealed that it did not have a strategic partnership with Digital China as previously announced. The Petition alleged that the Individual Defendants breached their fiduciary duties owed to Active Power and its shareholders by issuing or authorizing the issuance of materially false or misleading statements regarding its purported relationship with Digital China and by failing to implement, maintain, or follow adequate internal controls to ensure that the information disclosed about Active Power’s purported relationship with Digital China was accurate. Based on these allegations, the Petition asserted claims for breach of fiduciary duty and unjust enrichment against the Individual Defendants.
BACKGROUND OF THE ACTION. On October 18, 2017, Plaintiff Xxxxxx XxXxxxxxx commenced a class action by filing her Class Action Complaint for Damages in the Los Angeles County Superior Court (“XxXxxxxxx Action”). On January 12, 2018, Plaintiff XxXxxxxxx filed a First Amended Class Action Complaint for Damages. On February 5, 2018, Plaintiff XxXxxxxxx filed a Second Amended Class Action Complaint for Damages. On November 26, 2018, Plaintiffs Xxxxxxx Xxxxx and Xxxxxxxx Xxxxx commenced a class and representative action in the Ventura County Superior Court (“Xxxxx Action”). On March 5, 2019, Defendant iPayment, Inc. filed a Petition for Coordination with the Judicial Council of California seeking coordination of the XxXxxxxxx Action and Xxxxx Action. On April 10, 2019, the XxXxxxxxx Action and Xxxxx Action were coordinated in the Los Angeles County Superior Court as the iPayment Wage and Hour Cases, Coordinated Case Number JCCP5009 (collectively the “Actions”). On December 10, 2019, Plaintiffs DiStefano, Xxxxx, and Brims (“Plaintiffs”) filed an Amended Consolidated Class Action Complaint for Damages & Enforcement Under the Private Attorneys General Act, California Labor Code § 2698, Et Seq. 4824-8141-8413.1 Plaintiffs alleged that Defendants violated the California Labor Code and California Business and Professions Code with respect to themselves and the Class Members by, inter alia, failing to properly pay for all hours worked, including minimum and overtime wages, failing to provide legally-compliant meal and rest periods or premium pay in lieu thereof, failing to properly reimburse business expenses, failing to provide accurate wage statements, failing to maintain accurate payroll records, and failing to timely pay wages upon separation and during employment and associated waiting time penalties thereby engaging in unfair business practices and owing penalties under the Private Attorneys General Act, California Labor Code section 2698, et seq. (“PAGA”). Collectively, Plaintiffs seek, among other things, recovery of unpaid wages and meal and rest period premiums, restitution, declaratory relief, penalties, interest, and attorneys’ fees and costs. Defendants deny all of the allegations in the Actions or that they violated any law, and contend that at all times they have fully complied with all applicable federal, state, and local laws. Defendants further contend that their written meal and rest period policies were lawful, that they paid employees for all time worked, that they paid ove...
BACKGROUND OF THE ACTION. A. On November 25, 2010, the Sponsors and Del Monte issued a joint press release announcing that the Sponsors and Del Monte entered into an agreement and plan of merger (the “Merger Agreement”) whereby the Sponsors would acquire Del Monte for $19.00 per share in cash.
BACKGROUND OF THE ACTION. On August 9, 2018, SIC, MCC, and MDLY issued a joint press release concerning definitive agreements pursuant to which (i) MCC would, on the terms and subject to the conditions set forth in the MCC Merger Agreement, merge with and into SIC, with SIC continuing as the surviving company in the merger (the “MCC Merger”), and (ii) MDLY would, on the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of August 9, 2018, by and between MDLY, SIC, and Merger Sub (the “MDLY Merger Agreement”), merge with and into Merger Sub, with Merger Sub continuing as the surviving company in the merger (the “MDLY Merger”). On August 15, 2018, SIC, MCC, and MDLY filed the MCC Merger Agreement and MDLY Merger Agreement with the U.S. Securities and Exchange Commission (“SEC”) as exhibits to Current Reports on Form 8-K. On December 21, 2018, SIC, MCC, and MDLY filed with the SEC a joint definitive proxy statement/prospectus in connection with the Transactions (the “Definitive Proxy Statement”).
BACKGROUND OF THE ACTION. On November 30, 2004, Franklin Balance Sheet Investment Fund and Franklin Microcap Value Fund, Xxxxxxxxxxx Investment Partnership LP and Xxxxxxxxxxx Close International Ltd., Wynnefield Partners Smallcap Value LP I, Wynnefield Partners Smallcap Value LP, Wynnefield Smallcap Value Off-Shore Fund LPD and Xxxxxxxx Partnership II, LP, (the “Initial Plaintiffs”) filed a complaint in the Court of Chancery of the State of Delaware in and for New Castle County (the “Complaint”), which was styled to include both a derivative claim, putatively brought on behalf of the Xxxxxxx Maritime Corporation (the “Company”) and class claims, putatively brought on behalf of the Initial Plaintiffs and all other holders of the Company’s common stock (other than defendants and any of their affiliates). Among other things, the Complaint alleged that the directors breached their fiduciary duties by putting in place a “policy” to ensure that the Xxxxxxx family maintained control of the Company, including by entering into split-dollar life insurance agreements (the “Split-Dollar Agreements”). The Complaint alleged that by entering into and authorizing the Company to make payments under the Split-Dollar Agreements, the directors breached their fiduciary duties and injured the stockholders of the Company. The Initial Plaintiffs asked the Court to certify a class, grant declaratory relief, and order the disgorgement of profits and damages in an amount equal to the premiums, cost and expenses paid with respect to the Split-Dollar Agreements. On February 25, 2005, the defendants moved to dismiss the Complaint. The Court heard oral argument on the motion on August 3, 2005, and, pursuant to the Court’s direction at the conclusion of the argument, on October 24, 2005, defendants filed a supplemental brief. In response, on December 27, 2005, Initial Plaintiffs, in lieu of filing a responsive supplemental brief, sought leave to amend their complaint and to add another plaintiff to address the issues raised by the motion to dismiss. On October 19, 2006, the Court granted Initial Plaintiffs leave to amend the Complaint and add another plaintiff. On October 24, 2006, the Initial Plaintiffs filed an amended complaint (the “Amended Complaint”), which added Xxxxxxx as a plaintiff, and made new allegations (together with all named Initial Plaintiffs the “Plaintiffs”). On November 7, 2006, the defendants moved to dismiss the Amended Complaint. On November 27, 2006, the parties entered into a briefing sc...
BACKGROUND OF THE ACTION. On September 18, 2020, Plaintiffs filed a Class Action Complaint against Defendant asking for a declaratory judgment, alleging violations under the Eighth and Fourteenth Amendments and Minn. Stat. § 641.12, subd. 3, by failing to make a determination whether Plaintiffs and Class Members qualified for a waiver of confinement fees assessed by the Xxxxxx County Detention Center. Defendant denied Plaintiffs’ allegations and asserted several affirmative defenses. The Parties exchanged Rule 26(a)(1) disclosures, written discovery, and produced documents, providing Plaintiffs with the necessary information to address settlement. The material terms of a preliminary settlement agreement were ultimately reached July 13, 2021 and approved by the Xxxxxx County Board on July 27, 2021. Plaintiffs believe the Action has merit. However, Plaintiffs and their counsel recognize and acknowledge the expense and length of continued proceedings necessary to prosecute the Action against Defendant through trial and appeal. Plaintiffs and their counsel have also taken into account the uncertain outcome, risk and delay inherent in any litigation, especially in complex actions such as this one, the strengths and weaknesses of the claims and defenses asserted in the Action, and the benefits conferred on the Class Members by the expeditious settlement of the Action. Plaintiffs’ attorneys (hereinafter referred to as “Class Counsel”) have determined that the terms of the settlement set forth in this Settlement Agreement is in the best interests of the Plaintiffs and the proposed Class Members. The Defendant believes that the Action lacks substantial merit. Defendant does not concede Plaintiffs’ claims established constitutional violations or violations of Minnesota law. However, Defendant recognizes and acknowledges the expense and length of continued proceedings necessary to defend the Action through trial and appeal. Defendant and his counsel have also taken into account the uncertain outcome, risk and delay inherent in any litigation, especially in complex actions such as this one, the strengths and weaknesses of the claims and defenses asserted in the Action, and the public interest benefits available with the expeditious settlement set forth in this Settlement Agreement. This Settlement Agreement shall not be construed or deemed to be evidence or an admission or concession by Defendant of any fault or liability for damages whatsoever. Defendant, upon advice of counsel, has determine...
BACKGROUND OF THE ACTION. On or about February 4, 2021, Plaintiff Xxxxxxxxx Xxxxx filed a Class Action Complaint for Damages (“Class Action”) against Defendant Xxxxxx Management, Inc. in the Superior Court of California for the County of Los Angeles, Case No. 21STCV04439. The Action alleges a cause of action for violations of the California Labor Code: Unpaid Overtime Wages (Lab. Code §§ 510 and 1198); Meal Period Violations (Lab. Code §§ 226.7 and 512); Rest Period Violations (Lab. Code § 226.7); Unpaid Minimum Wages (Lab. Code §§ 1194, 1197 and 1197.1); Failure to Timely Pay Final Wages (Lab. Code §§ 201 and 202); Failure to Timely Pay Wages During Employment (Lab. Code § 204); Non-Compliant Wage Statements (Lab. Code § 226); Failure to Maintain Payroll Records (Lab. Code § 1174); Failure to Reimburse Business Expenses (Lab. Code §§ 2800 and 2802); and Unfair Business Practices (Bus. & Prof. Code §§ 17200, et seq). On or about July 6, 2021, Plaintiff Xxxxxxxxx Xxxxx submitted a Private Attorneys General Act (“PAGA”) Letter to the Labor and Workforce Development Agency (“LWDA”) seeking civil penalties under PAGA, against Xxxxxx Management, Inc. and any and all affiliates, subsidiaries, parents, directors, officers, and employees, on behalf of aggrieved employees in California, for alleged violations of the California Labor Code and Industrial Welfare Commission Wage Orders, including California Labor Code sections 201, 202, 203, 204, 226(a), 226.7, 510, 512(a), 551, 552, 558, 1174(d), 1194, 1197, 1197.1, 1198, 2800, 2802, and Industrial Welfare Commission Wage Orders, inter alia, Wage Orders 4-2001 and 5-2001. On or about September 9, 2021, Plaintiff Xxxxxxxxx Xxxxx filed a Complaint for Enforcement Under the Private Attorneys General Act, California Cal. Labor Code § 2698, Et Seq. (“PAGA Action”) (together with the Class Action, the “Actions”), adding a cause of action for civil penalties under the Private Attorneys’ General Act (“PAGA”) on behalf of herself and all other aggrieved employees. On or about May 20, 2022, by way of Court order, the Class Action and PAGA Action were consolidated, with the Class Action designated the lead action. Plaintiff seeks, among other things, recovery of unpaid wages and meal and rest period premiums, restitution, declaratory relief, penalties, interest, and attorneys’ fees and costs. Defendant denies all the allegations in the Actions or that they violated any law and contends that at all times they have fully complied with all applicable feder...
BACKGROUND OF THE ACTION. On April 5, 2021, Plaintiff provided written notice by online submission to the Labor and Workforce Development Agency (“LWDA”) and by certified mail to Defendant of the specific provisions of the California Labor Code that were violated (“LWDA Notice”). On May 3, 2021, Plaintiff filed a Class Action Complaint for Damages in the Tulare County Superior Court, Case No. VCU286985. On June 9, 2021, Plaintiff filed a First Amended Class Action Complaint for Damages & Enforcement Under the Private Attorneys General Act, California Labor Code § 2698, Et Seq. (“Operative Complaint”). The Operative Complaint alleges that Defendant failed to properly pay minimum and overtime wages, provide compliant meal and rest breaks and associated premium payments, timely pay wages during employment and upon termination of employment and associated waiting-time penalties, provide compliant wage statements, maintain complete and accurate payroll records, reimburse necessary business-related expenses, and thereby engaged in unfair business practices in violation of the California Business & Professions Code section 17200, et seq., and conduct that gives rise to penalties under California Labor Code section 2698, et seq. (“PAGA”). Plaintiff seeks, among other things, recovery of unpaid wages and meal and rest period premiums, unreimbursed business expenses, restitution, penalties, interest, and attorneys’ fees and costs. Defendant denies all of the allegations in the Action or that it violated any law. The Parties participated in a mediation session with a respected mediator of complex wage and hour actions, and with the assistance of the mediator’s evaluations, the Parties reached a settlement. The Parties have since entered into the Joint Stipulation of Class Action and PAGA Settlement and Release (“Settlement” or “Settlement Agreement”). On [Date of Preliminary Approval], the Court entered an order preliminarily approving the Settlement. The Court has appointed Phoenix Settlement Administrators as the administrator of the Settlement (“Settlement Administrator”), Plaintiff Xxxxxx Xxxxxxxxx as representative of the Class (“Class Representative”), and the following counsel as counsel for the Class (“Class Counsel”): Xxxxx Xxxxxxxx, Esq. Xxxx Xxxxxxxx, Esq. Xxxxxx Xxxxx, Esq. Lawyers for Justice, PC 000 Xxxx Xxxxx Xxxxxx, Suite 203 Glendale, California 91203 Telephone: (000) 000-0000 / Fax: (000) 000-0000 If you are a Class Member, you need not take any action to receive an Individu...
BACKGROUND OF THE ACTION. On June 11, 2013, Xxxx announced that Xxxxxxx, then-Chief Executive Officer and Chairman of Xxxx, made an offer to purchase all of the outstanding common stock of Xxxx that he did not already own for $12.00 in cash per share.
