This case was last updated from PACER on 05/22/2021 at 08:19:40 (UTC).

Barron-Archer v. Tilray, Inc. et al

Case Summary

On March 23 2021, Alicia Barron-Archer (“Plaintiff”) represented by Juan Eneas Monteverde of Monteverde & Associates filed a civil complaint against Tilray, Inc. (“Tilray” or the “Company”) and the members of the Company’s board of directors (collectively referred to as the “Board” or the “Individual Defendants” and, together with Tilray, the “Defendants”) seeking injunctive relief  and damages among other reliefs for allegedly defrauding investors by filing a materially incomplete and misleading Definitive Proxy Statement. This case was filed in U.S. District Court in the Southern District of New York with Judge Vernon S. Broderick presiding.

In the complaint, in relation to the proposed merger between the Company and Aphria Inc. (“Aphria”) (“Proposed Transaction”), Plaintiff has alleged that “On March 12, 2021, in order to convince Tilray’s public common shareholders to vote in favor of the Proposed Transaction, the Defendants authorized the filing of a materially incomplete and misleading Definitive Proxy Statement (“Proxy”) with the SEC, in violation of Sections 14(a) and 20(a) of the Exchange Act.”

Plaintiff has further alleged that “the Proxy omits crucial information regarding the following five sets of financial projections disclosed in Certain Tilray Forecasts (section of the Proxy): (1) Tilray Management Financial Projections; (2) Aphria Management Projections used by Cowen; (3) Tilray Adjusted Aphria Management Projections used by Cowen; (4) Aphria Management Projections used by Imperial; and (5) Certain Pro Forma Projections used by Imperial. The Proxy fails to disclose the figures underlying the inputs used to calculate EBIT, Adjusted EBITDA, and Unlevered Free Cash Flow (“UFCF”).”

Plaintiff also alleged that “Additionally, the Defendants have made untrue statements of fact and/or omitted material facts necessary to make the statements made not misleading. Each of the Individual Defendants, by virtue of their roles were aware of the omitted information. The Defendants were therefore negligent, as they had reasonable grounds to believe material facts existed that were misstated or omitted from the Proxy, but nonetheless failed to obtain and disclose such information to the Company’s shareholders although they could have done so without extraordinary effort.”

There are three claims for relief laid down by the Plaintiff. The first claim against Defendants is for violations of Section 14(a) of the Exchange Act and Rule 14a-9 for soliciting or to permitting the use of his name to solicit any proxy or consent or authorization in respect of any security (other than an exempted security) registered pursuant to section 78l of this title.” 15 U.S.C. § 78n(a)(1). The second claim is against the individual defendants for the violation of Section 20(a) of the Exchange Act). The third claim is for breach of fiduciary duty of candor/disclosure which required them to disclose fully and fairly all material information within their control when they seek shareholder action, and to ensure that the Proxy did not omit any material information or contain any materially misleading statements.

In the prayer for relief, Plaintiff seeks to enjoin Defendants from taking any steps to consummate the Proposed Transaction, unless and until the material information is disclosed and material information is omitted from proxy. It further seeks to recover damages sustained from the Defendants’ violations of the Exchange Act along with reasonable costs and other reliefs as the Court may deem fit. 

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Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    1:21-CV-02497

  • Filing Date:

    03/23/2021

  • Case Status:

    Disposed - Other Disposed

  • Case Type:

    Finance - Security/Commodity/Exchange

Judge Details

Presiding Judge

Vernon S. Broderick

 

Party Details

Plaintiff

Alicia Barron-Archer

Defendants

Soren Schroder

Tilray, Inc.

Rebekah Dopp

Christine St.Clare

Michael Auerbach

Brendan Kennedy

Attorney/Law Firm Details

Plaintiff Attorney

Juan Eneas Monteverde

Attorney at Monteverde & Associates

350 Fifth Avenue, Suite 4405

New York, NY 10118

 

Court Documents

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Docket Entries

  • 04/21/2021
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  • Docket(#10) NOTICE OF VOLUNTARY DISMISSAL pursuant to Rule 41(a)(1)(A)(i) of the Federal Rules of Civil Procedure, the plaintiff(s) and or their counsel(s), hereby give notice that the above-captioned action is voluntarily dismissed, against the defendant(s) Michael Auerbach, Rebekah Dopp, Brendan Kennedy, Soren Schroder, Christine St.Clare, Tilray, Inc.. Document filed by Alicia Barron-Archer. Proposed document to be reviewed and processed by Clerk's Office staff (No action required by chambers)...(Monteverde, Juan) (Entered: 04/21/2021)

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  • 04/15/2021
  • DocketMagistrate Judge Ona T. Wang is so designated. Pursuant to 28 U.S.C. Section 636(c) and Fed. R. Civ. P. 73(b)(1) parties are notified that they may consent to proceed before a United States Magistrate Judge. Parties who wish to consent may access the necessary form at the following link: #https://nysd.uscourts.gov/sites/default/files/2018-06/AO-3.pdf. (laq) (Entered: 04/15/2021)

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  • 04/15/2021
  • DocketNOTICE OF CASE REASSIGNMENT to Judge Vernon S. Broderick. Judge Unassigned is no longer assigned to the case. (laq) (Entered: 04/15/2021)

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  • 04/15/2021
  • DocketCASE ACCEPTED AS RELATED. Create association to 1:21-cv-02256-VSB. Notice of Assignment to follow. (laq) (Entered: 04/15/2021)

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  • 03/24/2021
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  • Docket(#9) WAIVER OF SERVICE RETURNED EXECUTED. Tilray, Inc. waiver sent on 3/23/2021, answer due 5/24/2021. Document filed by Alicia Barron-Archer..(Monteverde, Juan) (Entered: 03/24/2021)

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  • 03/24/2021
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  • Docket(#8) WAIVER OF SERVICE RETURNED EXECUTED. Christine St.Clare waiver sent on 3/23/2021, answer due 5/24/2021. Document filed by Alicia Barron-Archer..(Monteverde, Juan) (Entered: 03/24/2021)

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  • 03/24/2021
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  • Docket(#7) WAIVER OF SERVICE RETURNED EXECUTED. Soren Schroder waiver sent on 3/23/2021, answer due 5/24/2021. Document filed by Alicia Barron-Archer..(Monteverde, Juan) (Entered: 03/24/2021)

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  • 03/24/2021
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  • Docket(#6) WAIVER OF SERVICE RETURNED EXECUTED. Brendan Kennedy waiver sent on 3/23/2021, answer due 5/24/2021. Document filed by Alicia Barron-Archer..(Monteverde, Juan) (Entered: 03/24/2021)

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  • 03/24/2021
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  • Docket(#5) WAIVER OF SERVICE RETURNED EXECUTED. Rebekah Dopp waiver sent on 3/23/2021, answer due 5/24/2021. Document filed by Alicia Barron-Archer..(Monteverde, Juan) (Entered: 03/24/2021)

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  • 03/24/2021
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  • Docket(#4) WAIVER OF SERVICE RETURNED EXECUTED. Michael Auerbach waiver sent on 3/23/2021, answer due 5/24/2021. Document filed by Alicia Barron-Archer..(Monteverde, Juan) (Entered: 03/24/2021)

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  • 03/24/2021
  • DocketCASE REFERRED TO Judge Vernon S. Broderick as possibly related to 21-cv-2256. (jgo) (Entered: 03/24/2021)

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  • 03/24/2021
  • DocketCase Designated ECF. (jgo) (Entered: 03/24/2021)

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  • 03/24/2021
  • DocketCASE OPENING INITIAL ASSIGNMENT NOTICE: The above-entitled action is assigned to Judge Unassigned. .(jgo) (Entered: 03/24/2021)

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  • 03/23/2021
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  • Docket(#3) STATEMENT OF RELATEDNESS re: that this action be filed as related to 1:21-cv-02256. Document filed by Alicia Barron-Archer..(Monteverde, Juan) (Entered: 03/23/2021)

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  • 03/23/2021
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  • Docket(#2) CIVIL COVER SHEET filed..(Monteverde, Juan) (Entered: 03/23/2021)

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  • 03/23/2021
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  • Docket(#1) COMPLAINT against Michael Auerbach, Rebekah Dopp, Brendan Kennedy, Soren Schroder, Christine St.Clare, Tilray, Inc.. (Filing Fee $ 402.00, Receipt Number ANYSDC-24293140)Document filed by Alicia Barron-Archer..(Monteverde, Juan) (Entered: 03/23/2021)

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