Securities Law Alert
In This Edition:• Supreme Court: Grants Certiorari to Address Whether Item 303 of Regulation S-K Creates a Duty toDisclose for Purposes of Section 10(b) and Rule 10b-5• District of Utah: Notwithstanding Morrison, Section 929P(b) of the Dodd-Frank Act Permits the SEC to
Bring Extraterritorial Claims Under Section 10(b) Provided the “Conduct and Effects” Test Is Satisfied• Delaware Supreme Court: “Commercially Reasonable Efforts” Clause in a Merger Agreement Imposes anAffirmative Obligation on the Parties to Take All Reasonable Steps to Ensure Performance• Delaware Supreme Court: Directors Have No Obligation to Disclose Details About Offers the Directors
Deemed Not Worth Pursuing• Delaware Chancery Court: (1) Corwin Does Not Apply If the Shareholder Vote Was Not Fully Informed
and Inequitably Coerced; and (2) Inequitable Coercion Can Exist When a Fiduciary Fails to Act When
There Is a Duty to Act
April 2017

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Supreme Court: Grants
Certiorari to Address Whether
Item 303 of Regulation S-K
Creates a Duty to Disclose for
Purposes of Section 10(b) andRule 10b-5
On March 27, 2017, the Supreme Court
granted certiorari to resolve a circuit split
on the issue of whether Item 303 of SEC
Regulation S-K creates a duty to disclose thatis actionable under Section 10(b) and Rule10b-5. Leidos v. Indiana Pub. Ret. Sys. (No.
16-581).
Item 303 of Regulation S-K sets forth
the disclosure requirements for theManagement’s Discussion and Analysis(MD&A) section of a public company’s Form
10-Qs and other SEC filings. In relevant part,
Item 303 states that a public company must

Simpson Thacher & Bartlett LLP“[d]escribe any known trends or uncertainties
that have had or that the registrant reasonably
expects will have a material favorable orunfavorable impact on net sales or revenues
or income from continuing operations.”
17 C.F.R. § 229.303(a)(3)(ii).
On January 12, 2015, the Second Circuit
held that “a failure to make a required Item
303 disclosure … is indeed an omission thatcan serve as the basis for a Section 10(b)securities fraud claim.” Stratte-McClure v.
Morgan Stanley, 776 F.3d 94 (2d Cir. 2015)(Livingston, J.) (Stratte-McClure).1 However,the Second Circuit stated that “such anomission is actionable only if it satisfies themateriality requirements outlined in Basic v.
Levinson, 485 U.S. 224 (1988).”

1. Please click here to read our prior discussion of the Second
Circuit’s decision in Stratte-McClure.

The Second Circuit in Stratte-McClureacknowledged that its ruling was “at odds”
with the Ninth Circuit’s decision in In re
NVIDIA Corp. Sec. Litig., 768 F.3d 1046
(2014) (O’Connell, J.).2 There, the Ninth
Circuit found that “[m]anagement’s duty todisclose under Item 303 is much broader
than what is required under … Basic,” andconcluded that “Item 303 does not create aduty to disclose for purposes of Section 10(b)and Rule 10b-5.” In so holding, the Ninth
Circuit relied on the Third Circuit’s reasoningin Oran v. Stafford, 226 F.3d 275 (3d Cir.
2000) (Alito, J.). The Oran court stated that“[b]ecause the materiality standards for Rule10b-5 and [Item 303] differ significantly,
the demonstration of a violation of thedisclosure requirements of Item 303 does notlead inevitably to the conclusion that suchdisclosure would be required under Rule10b-5.”The Stratte-McClure court found that theNinth Circuit had read the Third Circuit’s
decision in Oran too broadly. The StratteMcClure court stated that “Oran actuallysuggested, without deciding, that in certain
instances a violation of Item 303 could giverise to a material [Rule] 10b-5 omission … solong as the omission is material under Basic.”
Stratte-McClure, 776 F.3d 94.
On March 29, 2016, the Second Circuit reliedon its prior decision in Stratte-McClure todeny a motion to dismiss a claim brought
under Section 10(b) and Rule 10b-5 alleging
the failure to disclose a known trend or
uncertainty as required under Item 303.
Indiana Pub. Ret. Sys. v. SAIC, 818 F.3d
85 (2016) (SAIC) (Lohier, J.).3 Defendants
successfully petitioned the Supreme Court
for certiorari to address the question ofwhether the Second Circuit erred in holdingthat the failure to make a required Item 303
disclosure is actionable under Section 10(b)and Rule 10b-5.
The Court is expected to hear the case in
October Term 2017.

District of Utah:
Notwithstanding Morrison,
Section 929P(b) of the DoddFrank Act Permits the SEC to
Bring Extraterritorial Claims
Under Sections 10(b) and17(a) Provided the “Conduct
and Effects” Test Is Satisfied
On March 28, 2017, the District of Utah heldthat Section 929P(b) of the Dodd-Frank WallStreet Reform and Consumer Protection
Act (“Dodd-Frank Act”) permits the SEC tobring extraterritorial securities fraud actions
under Section 10(b) of the Exchange Act andSection 17(a) of the Securities Act provided
the “conduct and effects” test is satisfied.4
SEC v. Monsoon, 2017 WL 1166333 (D. Utah2017) (Parrish, J.). The court determined thatthe transactional test for the extraterritorial
application of Section 10(b) set forth inMorrison v. National Australia Bank, 561
U.S. 247 (2010)5—issued a month prior to theenactment of the Dodd-Frank Act—does not
apply to SEC claims brought under Sections
10(b) and 17(a).

Section 929P(b) Supersedes
Morrison Even Though It Does Not
Explicitly Overturn Morrison’s
Transactional Test
The court rejected defendant’s contention
that “Section 929P(b) left the Morrison
transaction test in place” because “the plain
language of Section 929P(b) did not explicitly
overturn the core holding of Morrison.” Thecourt emphasized that Morrison was issued
on the last day the Dodd-Frank conference
4. The court explained that “Section 929P(b) of [the Dodd-FrankAct] added the following language to both Section 22 of the
Securities Act and Section 27 of the Exchange Act:The district courts of the United States and the UnitedStates courts of any Territory shall have jurisdiction ofan action or proceeding brought or instituted by theCommission or the United States alleging a violation of[either Section 10(b) of the Securities Exchange Act or
Section 17(a) of the Securities Act] involving-(1) conduct within the United States that constitutes
significant steps in furtherance of the violation, even if the
securities transaction occurs outside the United States andinvolves only foreign investors; or

2. Please click here to read our prior discussion of the Ninth
Circuit’s decision in NVIDIA.

(2) conduct occurring outside the United States that has aforeseeable substantial effect within the United States.”

3. Please click here to read our prior discussion of the Second
Circuit’s decision in SAIC.

5. Please click here to read our prior discussion of the Morrison
decision.
2committee met and five days before thecommittee published a final version of thebill. While “courts generally presume that
Congress is familiar with the precedents of theSupreme Court when it enacts legislation,” theDistrict of Utah found “the close proximity
between the date when Morrison was issued
and the date when the language of DoddFrank was finalized, greatly undermines thispresumption.” The court determined “themore reasonable assumption is that Morrison
was issued too late in the legislative process
to reasonably permit Congress to react toit.” The court stated that it did not “presume
that Congress intended Section 929P(b) to bea nullity.”

Congress Intended the “Conduct
and Effects” Test to Apply to SEC
Claims Brought Under Sections
10(b) and 17(a)The District of Utah explained that“the judicial presumption against theextraterritorial application of a statute may
be rebutted by referring to all available
evidence about the meaning of a statute.”
Here, the court found that “the text of Section
929P(b), the legal context in which thisamendment was drafted, legislative history,
and the expressed purpose of the amendment
all point to a congressional intent that, in
actions brought by the SEC, Sections 10(b)and 17(a) should be applied to extraterritorialtransactions to the extent that the conduct
and effects test can be satisfied.” The court
held “these clear indications that Congress
intended Sections 10(b) and 17(a) to be
applied to foreign transactions are sufficient
to overcome the presumption against
extraterritorial application” of Sections 10(b)and 17(a) in actions brought by the SEC.

Delaware Supreme Court:“Commercially Reasonable
Efforts” Clause in a Merger
Agreement Imposes anAffirmative Obligation on theParties to Take All Reasonable
Steps to Ensure Performance
On March 23, 2017, the Delaware Supreme
Court affirmed a June 2016 Chancery
Court decision holding that a buyer had
not breached its requirement to use“commercially reasonable efforts” to obtaina tax opinion required as a condition
precedent to a merger agreement. The
Williams Cos. v. Energy Transfer Equity,
2017 WL 1090912 (Del. 2017) (Vaughn, J.)(Williams II). However, the court found that
the Chancery Court had “erred … by focusing
on the absence of any evidence to show that[the buyer] caused [the law firm] to withhhold
the [tax] opinion.” The Delaware Supreme
Court held that the “commercially reasonable
efforts” clause “placed an affirmative
obligation on the parties to take all reasonable
steps to obtain the [tax] opinion.”
The court further ruled that “once a breachof a covenant is established, the burden is on
the breaching party to show that the breachdid not materially contribute to the failure of
the transaction.”

Chancery Court Took an “Unduly
Narrow” View of Hexion inInterpreting the “Commercially
Reasonable Efforts” Clause
In considering whether the buyer hadbreached the “commercially reasonable
efforts” clause, the Chancery Court founddispositive the absence of any evidence either
that the buyer had “obstruct[ed] [the law
firm’s] issuance of the condition-precedent[tax] [o]pinion” or that the buyer’s actions“had a material effect on [the law firm’s]
decision” not to issue the tax opinion. The
Williams Cos. v. Energy Transfer Equity,
2016 WL 3576682 (Del. Ch. June 24, 2016)(Glasscock, V.C.) (Williams I).6
The Williams I court distinguished theChancery Court’s earlier decision in Hexion
6. Please click here to read our prior discussion of the Chancery
Court’s decision in Williams I.
3

Specialty Chemicals v. Huntsman Corp.,
965 A.2d 715 (Del. Ch. 2008). There, thecourt held a buyer in breach of a contractual
obligation to use “reasonable best efforts” toobtain financing for a merger transaction.
The Williams I court found that “in Hexion,
the buyer [had] actively and affirmatively
torpedoed its ability to finance” the merger
by “knowingly” providing its financial advisor
with misleading information concerning thetransaction. The Williams I court reasoned
that “[i]f the record here reflected affirmativeacts by [the buyer] to coerce or mislead [thelaw firm], by which actions it prevented
the issuance of the [tax opinion], the facts
here would more resemble Hexion and theoutcome here would likely be different.”
On appeal, the Delaware Supreme Court
found the Williams I court had taken “anunduly narrow view of Hexion.” Williams II,2017 WL 1090912. The Delaware Supreme
Court explained that in Hexion, the court
stated that “to the extent that an act was bothcommercially reasonable and advisable toenhance the likelihood of consummation of
the financing, the onus was on [the buyer]
to take that act.” Id. (quoting Hexion, 965
A.2d 715) (emphasis added by the Williams
II court). The Delaware Supreme Court
determined that “Hexion … recognizedthat covenants like the ones involved here
impose obligations to take all reasonable
steps to solve problems and consummate
the transaction.”7 The Delaware Supreme
Court agreed with the seller that the Williams
I court had erroneously interpreted the“commercially reasonable efforts” clause “asimposing only a negative duty not to thwart
or obstruct performance … rather than anaffirmative duty to help ensure performance.”

Even If the Buyer Breached
the “Commercially Reasonable
Efforts” Clause, the Breach Did Not
Materially Contribute to the Failureof the Tax Opinion Condition
The Delaware Supreme Court found that“once a breach of a covenant is established,
the burden is on the breaching party to showthat the breach did not materially contributeto the failure of the transaction.” The court
7. The merger agreement at issue in Williams I and II not only
“required the parties to use ‘commercially reasonable efforts’to obtain the [tax] opinion” but also obligated the parties “touse ‘reasonable best efforts’ to consummate the transaction.”
Williams II, 2017 WL 1090912.

made it clear that “[t]he plaintiff has no
obligation to show what steps the breaching
party could have taken to consummate
the transaction.”
The Delaware Supreme Court explained that
here, the Chancery Court “did not separately
analyze in the text of its opinion whether abreach of the covenant materially contributed
to the failure of the transaction” because
the court found no predicate breach by thebuyer. However, the Chancery Court did
observe in a footnote that the result would
have been the same regardless of how it
allocated the burden of proof because there
was no evidence in the record that “the action
or inaction of the [buyer] … contributed
materially to [the law firm’s] inability to issue
the [tax] [o]pinion.” Id. (quoting Williams
I, 2016 WL 3576682). The Chancery Court
determined that this would have been “trueregardless of whether [the buyer’s] actions
were commercially reasonable.” Id. (quoting
Williams I, 2016 WL 3576682).
The Delaware Supreme Court found theChancery Court’s analysis was “based on
findings of fact which [were] not clearlyerroneous,” and affirmed the Chancery
Court’s decision.

Chief Justice Strine, Dissenting,States the Buyer Should Have
Been Required to Prove That
Its Conduct Did Not MateriallyContribute to the Failure of the Tax
Opinion Condition
In a lengthy dissent, Chief Justice Strine
expressed his view that the Chancery
Court “did not view the case through theappropriate lens” and applied an incorrect
standard in evaluating the buyer’s actions.
He stated that because the “commerciallyreasonable efforts” clause “obligated[the buyer] to take affirmative steps to makesure the [tax] opinion condition was satisfied
and, instead, [the buyer] did not,” the buyer
was required to “prove that the [tax] opinion
condition would not have been satisfied had it
acted appropriately.”
Chief Justice Strine explained that he would
have “remand[ed] and require[d] a newtrial at which [the buyer] would [have been]required to prove that its breach did notmaterially contribute to the failure of the[law firm] to deliver the [tax] opinion.”4Delaware Supreme Court:
Directors Have No Obligation
to Disclose Details About
Offers the Directors Deemed
Not Worth Pursuing

the investment bank running the go-shop
process had a large incentive to get a superior
deal.” The court concluded that plaintiffs
failed to allege that the proxy statement wasmaterially misleading.

On March 23, 2017, the Delaware Supreme
Court affirmed an August 2016 Chancery
Court decision holding that the board of C&J
Energy Services had no obligation to provide
shareholders with details concerning an offerthat the directors deemed not worth pursuing.
City of Miami Gen. Emps. and Sanitation
Emps. Ret. Trust, 2017 WL 1093185 (Del.
2017) (en banc).8
C&J shareholders contended that thecompany “should have given stockholders
more information regarding the potential
alternate bidders who materialized during
the [c]ourt-ordered solicitation process”,
in particular details regarding a competingbid from Cerberus. City of Miami Gen.
Emps. and Sanitation Emps. Ret. Trust v.
Comstock, 2016 WL 4464156 (Del. Ch. Aug.
24, 2016) (Bouchard, C.). The Chancery Court
found that “Delaware law does not require
disclosure of a play-by-play of negotiations
leading to a transaction or of potential
offers that a board has determined were not
worth pursuing.”
The Proxy Statement did disclose that “theSpecial Committee had determined that theCerberus bid was not reasonably likely tolead to a proposal superior to the” offer froma subsidiary of Nabors Industries, which the
C&J Board ultimately accepted. The Chancery
Court found that plaintiffs’ “substantive
disagreement with that decision [could not]be recast as a disclosure claim.”

Delaware Chancery Court:(1) Corwin Does Not Apply
If the Shareholder Vote Was
Not Fully Informed andInequitably Coerced; and(2) Inequitable Coercion Can
Exist When a Fiduciary Fails
to Act When There Is a Dutyto ActOn appeal, the Delaware Supreme Court heldthat plaintiffs “failed to plead facts supportinga rational inference that the one bid made[by Cerberus] would have been regarded asmaterial.” The court found plaintiffs “pledno fact supporting the inference that theone bid was financially superior, much lessthat the bidder was willing to raise its bid
to a level that was in fact superior to the
Nabors deal.” The court also emphasizedthat “the go-shop process involved a broad
outreach to every plausible bidder, [and]In Corwin v. KKR Financial Holdings, 125
A.3d 304 (Del. 2015),9 the Delaware Supreme
Court held that the business judgment
rule applies to transactions approved by“a fully informed, uncoerced vote of thedisinterested stockholders.” On March 31,
2017, the Delaware Chancery Court declined
to apply Corwin to a stockholder-approved
transaction where plaintiffs alleged the vote
was neither fully informed nor uncoerced.
In re Saba Software Stockholder Litig.,2017 WL 1201108 (Del. Ch. 2017) (Slights,
V.C.). Significantly, the court held thatplaintiffs need not plead any affirmative
action by a fiduciary in order to allege
inequitable coercion in connection with astockholder vote. Rather, the court found that“[i]nequitable coercion can exist … when thefiduciary fails to act when he knows he has aduty to act.”

8. Please click here to read our discussion of a related decision in
the case issued by the Delaware Supreme Court.

9. Please click here to read our prior discussion of the Corwin
decision.
5

BackgroundThe company at issue allegedly “engaged in a
fraudulent scheme … to overstate its pre-tax
earnings.” When the alleged scheme cameto light, the company “repeatedly promised
regulators, its stockholders and the market
that it would … restate its financial statements
by a certain date.” However, “each time[the company] inexplicably failed to deliver
the restatement by the promised deadline.”
Ultimately, the SEC set a deadline andinformed the company that its stock would bederegistered in the event of noncompliance.
Just days before the SEC’s deadline, thecompany executed a merger agreement. The
company subsequently missed the SEC’s
deadline. The SEC responded by revoking
registration of the company’s stock, causing
the stock price to drop substantially.

Business Judgment Rule Standardof Review Is Inapplicable Because
the Vote Was Not Fully Informed
The court rejected defendants’ contention
that the merger had “been ‘cleansed’ bya fully informed, uncoerced stockholder
vote.” The court explained that “the businessjudgment rule is not invoked” under Corwin“if troubling facts regarding director behavior
were not disclosed that would have beenmaterial to a voting stockholder.” Id. (quoting
Corwin, 125 A.3d 304).
Here, the court found there were twocategories of alleged “material omissions fromthe [p]roxy [statement] that undermined
the stockholder approval of the [m]erger”:(1) “the reasons why [the company] wasunable to complete the restatement;” and(2) “the post-deregistration options available”
to the company.
With respect to the first category ofomissions, the court reasoned that “unless thestockholders were armed with informationthat would allow them to assess the likelihoodthat [the company] would ever complete a
restatement of its financials, they would have[had] no means to evaluate the choice thatthey were being asked to make.”
As to the “post-deregistration options
available to” the company, the court
recognized that “Delaware law does not
require management to discuss the panoply of
possible alternatives to the course of action itis proposing … in a typical case.”

Following SEC deregistration, the company’sboard presented stockholders with a choiceeither to vote in favor of the merger at a
per-share price ”well below [the stock’s]
average trading price over the past two years,
or continue to hold their now-deregistered,illiquid stock.” A majority of the company’s
shareholders voted to approve the merger.
A former stockholder later brought suitasserting a breach of fiduciary duty
claim against the directors. Among otherallegations, plaintiff contended that “the[b]oard rushed to complete the transaction… to enable the [b]oard and members ofmanagement to cash-in on their equity
awards knowing that deregistration
would ultimately render the awards
practically worthless.”

However, the court found that this was“hardly a typical case.” Here, “a reasonable
stockholder would have needed tounderstand what alternatives to the [m]erger
existed” when “considering whether or not[the company] was viable as a going-concern
without the [m]erger.”

Plaintiff Adequately Alleged the
Vote Was Coerced
The court stated that “[i]n addition torequiring a fully informed stockholder voteas a predicate to cleansing, Corwin also
directs that the court consider whether the[c]omplaint supports a reasonable inference
that the stockholder vote was coerced.” Thecourt explained that “[i]n the deal context,
the vote must be structured in such a way thatallows shareholders a free choice between
6maintaining their current status or taking
advantage of the new status offered by the
proposed deal.”
The court rejected defendants’ argumentthat “to find ‘actionable coercion’ the court
must identify ‘some affirmative action by
the fiduciary’” that impacted stockholders’
freedom of choice. The court held that“[i]nequitable coercion can exist as well when
the fiduciary fails to act when he knows he hasa duty to act and thereby coerces stockholder
action.” Moreover, the court found that“whether the fiduciary’s motives were benign

or unfaithful when creating the circumstancesthat cause coercion is not dispositive.”
In this case, the court found “the [allegedly]
inequitable coercion flowed from thesituation in which the [b]oard placed its
stockholders as a consequence of its allegedly
wrongful action and inaction.” The court held
plaintiff adequately alleged the existence of“‘situationally coercive factors’ [that] may
have wrongfully induced … stockholders tovote in favor of the [m]erger for reasons otherthan the economic merits of the transaction.”

The Securities Law Alertis edited by Paul C. Gluckow
pgluckow@stblaw.com /+1-212-455-2653, Peter E. Kazanoffpkazanoff@stblaw.com /+1-212-4553525 and Jonathan K. Youngwood
jyoungwood@stblaw.com /+1-212-455-3539.

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