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This case was last updated from PACER on 04/11/2021 at 10:40:22 (UTC).

Stein v. Magellan Health, Inc., et al.

Case Summary

On February 10, 2021, Shiva Stein (“Plaintiff”), represented by Gina M. Serra, Herbert W. Mondros and Seth D. Rigrodsky of Rigrodsky Law, P.A., filed a civil enforcement action against Magellan Health, Inc. (“Magellan” or the “Company”) and the members of Magellan’s board of directors (the “Board” or the “Individual Defendants” and collectively with the Company, the “Defendants”) seeking injunctive relief, damages and disbursements for their violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), in connection with the proposed acquisition of Magellan by Centene Corporation (“Centene”) and Centene’s affiliates. This case was filed in the U.S. District Court in the District of Delaware with Judge Richard G. Andrews presiding.

 

In their complaint, the Plaintiff alleged that “Defendants have violated the above-referenced sections of the Exchange Act by causing a materially incomplete and misleading Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”) to be filed on February 8, 2021 with the United States Securities and Exchange Commission (“SEC”) and disseminated to the Company’s stockholders.”

 

The Plaintiff alleged that “Defendants have asked Magellan’s stockholders to support the Proposed Transaction based upon the materially incomplete and misleading representations and information contained in the Proxy Statement, in violation of Sections 14(a) and 20(a) of the Exchange Act” and that “it is imperative that the material information that has been omitted from the Proxy Statement is disclosed to the Company’s stockholders prior to the forthcoming stockholder vote so that they can properly exercise their corporate suffrage rights.”

 

The Plaintiff further alleged that “absent disclosure of the foregoing material information prior to the special stockholder meeting to vote on the Proposed Transaction, Plaintiff will be unable to make a fully-informed decision regarding whether to vote in favor of the Proposed Transaction, and she is thus threatened with irreparable harm, warranting the injunctive relief sought herein.”

 

There are two claims for relief laid down by the Plaintiff. The first claim laid down on behalf of Plaintiff against all Defendants is for violations of Section 14(a) of the Exchange Act and Rule 14a-9 and 17 C.F.R. § 244.100 wherein the Plaintiff pleads that “the misrepresentations and omissions in the Proxy Statement are material to Plaintiff, who will be deprived of her right to cast an informed vote if such misrepresentations and omissions are not corrected prior to the vote on the Proposed Transaction.”

 

The second claim laid down on behalf of Plaintiff against the individual defendants is for violations of Section 20(a) of the Exchange Act wherein the Plaintiff alleged that the individual Defendants had the ability to exercise control over person or persons who have each violated Section 14(a) and Rule 14a-9, and therefore by virtue of such controlling power, they are liable pursuant to Section 20(a) of the Exchange Act.

 

In their prayer for relief, the Plaintiff has requested the court to pass an order for injunctive relief and rescinding order. The Plaintiff further requested the court to direct the Defendants to account for all damages and cost of litigation jointly and severally.

 

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Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    1:21-CV-00185

  • Filing Date:

    02/10/2021

  • Case Status:

    Pending - Other Pending

  • Case Type:

    Finance - Security/Commodity/Exchange

  • Court:

    U.S. District Courts

  • Courthouse:

    Delaware District

Judge Details

Presiding Judge

Richard G. Andrews

 

Party Details

Plaintiff

Shiva Stein

Defendants

Steven J. Shulman

Mural R. Josephson

Leslie V. Norwalk

Magellan Health, Inc.

Peter A. Feld

Christopher J. Chen

Guy P. Sansone

Scott MacKenzie

Ken Fasola

Swati Abbott

Attorney/Law Firm Details

Plaintiff Attorneys

Gina M. Serra

Attorney at Rigrodsky Law, P.A.

300 Delaware Avenue, Suite 210

Wilmington, DE 19801

Herbert W. Mondros

Attorney at Rigrodsky Law, PA

300 Delaware Ave., Suite 210

Wilmington, DE 19801

Seth D. Rigrodsky

Attorney at Rigrodsky & Long, P.A.

300 Delaware Avenue, Suite 1220

Wilmington, DE 19801

Seth Rigrodsky

Attorney at Rigrodsky Law, P.A.

300 Delaware Avenue, Suite 210

Wilmington, DE 19801

 

Court Documents

#2

(#2) Notice, Consent and Referral forms re: U.S. Magistrate Judge jurisdiction. (myr) (Entered: 02/11/2021)

1 #1

Civil Cover Sheet

#1

(#1) COMPLAINT FOR VIOLATIONS OF SECTIONS 14(a) AND 20(a) OF THE SECURITIES EXCHANGE ACT OF 1934 filed with Jury Demand against Swati Abbott, Christopher J. Chen, Ken Fasola, Peter A. Feld, Mural R. Josephson, Scott MacKenzie, Magellan Health, Inc., Leslie V. Norwalk, Guy P. Sansone, Steven J. Shulman - Magistrate Consent Notice to Pltf. ( Filing fee $ 402, receipt number ADEDC-3517737.) - filed by Shiva Stein. (Attachments: #1 Civil Cover Sheet)(myr) (Entered: 02/11/2021)

 

Docket Entries

  • 02/17/2021
  • DocketCase Assigned to Judge Richard G. Andrews. Please include the initials of the Judge (RGA) after the case number on all documents filed. (rjb) (Entered: 02/17/2021)

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  • 02/11/2021
  • DocketNo Summons Issued. (myr) (Entered: 02/11/2021)

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  • 02/10/2021
  • View Court Documents
  • Docket(#2) Notice, Consent and Referral forms re: U.S. Magistrate Judge jurisdiction. (myr) (Entered: 02/11/2021)

    Read MoreRead Less
  • 02/10/2021
  • View Court Documents
  • Docket(#1) COMPLAINT FOR VIOLATIONS OF SECTIONS 14(a) AND 20(a) OF THE SECURITIES EXCHANGE ACT OF 1934 filed with Jury Demand against Swati Abbott, Christopher J. Chen, Ken Fasola, Peter A. Feld, Mural R. Josephson, Scott MacKenzie, Magellan Health, Inc., Leslie V. Norwalk, Guy P. Sansone, Steven J. Shulman - Magistrate Consent Notice to Pltf. ( Filing fee $ 402, receipt number ADEDC-3517737.) - filed by Shiva Stein. (Attachments: #1 Civil Cover Sheet)(myr) (Entered: 02/11/2021)

    Read MoreRead Less
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