On March 25, 2021, Michael Kent (“Plaintiff”), represented by Brian D. Long of Long Law, LLC, filed a civil action against Alexion Pharmaceuticals, Inc., (“Alexion” or the “Company”) and the members of Alexion’s Board of Directors (the “Board” or the “Individual Defendants”; collectively, “Defendants”), seeking injunctive relief and damages for their alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. §§ 78n(a), 78t(a), and U.S. Securities and Exchange Commission (“SEC”) Rule 14a-9, 17 C.F.R. § 240.14a-9. This case was filed in U.S. District Court in the District of Delaware with Judge Maryellen Noreika presiding.
In the complaint, the Plaintiff alleged that “On December 12, 2020, Alexion and AstraZeneca jointly announced their entry into an Agreement and Plan of Merger dated December 12, 2020 (the “Merger Agreement”) to sell Alexion to AstraZeneca.”
It was further alleged that “On February 19, 2021, AstraZeneca filed a Form F-4 Registration Statement (the “Registration Statement”) with the SEC. The Registration Statement, which recommends that Alexion stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information... The failure to adequately disclose such material information constitutes a violation of Sections 14(a) and 20(a) of the Exchange Act as Alexion stockholders need such information in order to make a fully informed decision whether to vote in favor of the Proposed Transaction or seek appraisal.”
The Plaintiff further alleged that “material information omitted from the Registration Statement is disclosed to the Company’s stockholders prior to the forthcoming stockholder vote so that they can properly exercise their corporate suffrage rights.”
There are two claims for relief laid down by the Plaintiff. The first claim against all Defendants is for violation of Section 14(a) of the Exchange Act and SEC Rule 14a-9 promulgated thereunder, wherein the Plaintiff alleged that by virtue of their positions within the Company, the defendants were aware of this information and of their duty to disclose this information in the Registration Statement and that they were at least negligent in filling the Registration Statement with these materially false and misleading statements. The second claim laid down by the Plaintiff against all individual defendants is for violations of Section 20(a) of the Exchange Act wherein it has been alleged that the individual defendants, by virtue of their power and position in the Company, had the power to influence and control and did influence and control, directly or indirectly, the decision-making of the Company, including the content and dissemination of the various statements which Plaintiff contends are false and misleading.
In the prayer for relief, the Plaintiff has requested the court to pass an order for preliminary and permanent injunctive reliefs to stop them from proceeding with, consummating, or closing the Proposed Transaction and any vote on the Proposed Transaction, unless and until defendants disclose and disseminate the material information as claimed by the Plaintiff, or in alternative, if the Proposed Transaction is consummated by the Defendants, to pass an order for rescinding it and setting it aside or awarding rescissory damages to Plaintiff. Plaintiff further requested the court to pass an order for declaratory relief and damages in addition to the costs of action.
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Disposed - Other Disposed
Finance - Security/Commodity/Exchange
John T. Mollen
Judith A. Reinsdorf
Alexion Pharmaceuticals, Inc.
Christopher J. Coughlin
Paul A. Friedman
David R. Brennan
Ludwig N. Hantson
Brian D. Long
Attorney at Long Law, LLC
3828 Kennett Pike, Suite 208
Wilmington, DE 19807
Civil Cover Sheet
DocketCASE CLOSED (mdb) (Entered: 05/06/2021)[+] Read More [-] Read Less
Docket(#3) NOTICE of Voluntary Dismissal by Michael Kent (Long, Brian) (Entered: 05/06/2021)[+] Read More [-] Read Less
DocketCase Assigned to Judge Maryellen Noreika. Please include the initials of the Judge (MN) after the case number on all documents filed. (rjb) (Entered: 03/31/2021)[+] Read More [-] Read Less
DocketNo Summons Issued. (kmd) (Entered: 03/26/2021)[+] Read More [-] Read Less
Docket(#2) Notice, Consent and Referral forms re: U.S. Magistrate Judge jurisdiction. (kmd) (Entered: 03/26/2021)[+] Read More [-] Read Less
Docket(#1) COMPLAINT for Violations of the Federal Securities Law filed with Jury Demand against Alexion Pharmaceuticals, Inc., David R. Brennan, Christopher J. Coughlin, Deborah Dunsire, Paul A. Friedman, Ludwig N. Hantson, John T. Mollen, Francois Nader, Judith A. Reinsdorf, Andreas Rummelt - Magistrate Consent Notice to Pltf. (Filing fee $402, receipt number ADEDC-3579682.) - filed by Michael Kent. (Attachments: #1 Civil Cover Sheet)(kmd) (Entered: 03/26/2021)[+] Read More [-] Read Less
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