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This case was last updated from PACER on 06/05/2021 at 09:29:15 (UTC).

Williams v. Tilray, Inc. et al

Case Summary

On April 6, 2021, Charles Williams (“Plaintiff”), represented by Richard Adam Acocelli, Jr. of WeissLaw, LLP filed a civil action against Tilray, Inc. (“Tilray” or the “Company”), Christine St. Clare, Rebekah Dopp, Soren Schroder, and Michael Auerbach (the “Board” or the “Individual Defendants”) (collectively, “Defendants”) seeking permanent injunctive relief and costs of litigation for the alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 by Defendants. This case was filed in the U.S. District Court for the Southern District of New York with Judge Vernon S. Broderick presiding. 

 

In the complaint, the Plaintiff alleged that “On March 12, 2021, Tilray filed a Schedule 14A Definitive Proxy Statement (the “Proxy Statement”) with the SEC. The Proxy Statement, which recommends that Tilray stockholders vote in favor of the Proposed Transaction, pursuant to which Tilray will merge with Aphria Inc. (“Aphria”) (the “Proposed Transaction”), due to which Aphria shareholders will receive 0.8381 of a share of Tilray common stock for each Aphria share they own (the “Merger Consideration”). However, The Proxy Statement omits or misrepresents material information concerning, among other things the financial projections for Tilray, Aphria and the pro forma company, and the data and inputs underlying the valuation analyses performed by the Company’s financial advisors, Cowen and Company, LLC (“Cowen”) and Imperial Capital, LLC (“Imperial”).”

 

It is further alleged by the Plaintiff that “The Proxy Statement was prepared, reviewed, and/or disseminated by the defendants. It misrepresented and/or omitted material facts, including material information about the financial projections for the Company, Aphria, and the pro forma company and the inputs and assumptions underlying Cowen’s and Imperial’s financial analyses and they were at least negligent in filing the Proxy Statement with these materially false and misleading statements,” and even regarding the Individual defendants that “they had direct and supervisory involvement in the day-to-day operations of the Company, and, therefore, is presumed to have had the power to control or influence the particular transactions giving rise to the securities violations as alleged herein, and exercised the same. The Proxy Statement at issue contains the unanimous recommendation of each of the Individual Defendants to approve the Proposed Transaction. They were, thus, directly involved in the making of the Proxy Statement.”

 

There are two claims for relief laid down by Plaintiff wherein the first claim is against all Defendants for the alleged Violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. The second claim is against the Individual Defendants for alleged Violations of Section 20(a) of the Exchange for wilfully giving misleading, false proxy statements to attract the vote of stockholders.

 

In the prayer for relief, the Plaintiff has requested the court to preliminarily and permanently enjoin defendants and all persons acting in concert with 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 identified above to Tilray stockholders; rescinding it and setting it aside or awarding rescissory damages to Plaintiff; declaring that defendants violated Sections 14(a) and/or 20(a) of the Exchange Act, as well as SEC Rule 14a-9 promulgated thereunder; and the costs of this action, including a reasonable allowance for Plaintiff’s attorneys’ and experts’ fees.

 

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Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    1:21-CV-02955

  • Filing Date:

    04/06/2021

  • Case Status:

    Disposed - Other Disposed

  • Case Type:

    Finance - Security/Commodity/Exchange

  • Court:

    U.S. District Courts

  • Courthouse:

    New York Southern District

Judge Details

Presiding Judge

Vernon S. Broderick

 

Party Details

Plaintiff

Charles Williams

Defendants

Tilray, Inc.

Rebekah Dopp

Michael Auerbach

Soren Schroder

Christine St. Clare

Brendan Kennedy

Attorney/Law Firm Details

Plaintiff Attorney

Richard Adam Acocelli, Jr

Attorney at WeissLaw LLP

1500 Broadway, Suite 1601

New York, NY 10036

 

Court Documents

#4

(#4) 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, without prejudice and without costs against the defendant(s) Michael Auerbach, Rebekah Dopp, Brendan Kennedy, Soren Schroder, Christine St. Clare, Tilray, Inc.. Document filed by Charles Williams. Proposed document to be reviewed and processed by Clerk's Office staff (No action required by chambers)...(Acocelli, Richard) (Entered: 05/11/2021)

#3

(#3) STATEMENT OF RELATEDNESS re: that this action be filed as related to 21-cv-02256. Document filed by Charles Williams..(Acocelli, Richard) (Entered: 04/06/2021)

#2

(#2) CIVIL COVER SHEET filed..(Acocelli, Richard) (Entered: 04/06/2021)

#1

(#1) COMPLAINT against Michael Auerbach, Rebekah Dopp, Brendan Kennedy, Soren Schroder, Christine St. Clare, Tilray, Inc.. (Filing Fee $ 402.00, Receipt Number ANYSDC-24361328)Document filed by Charles Williams..(Acocelli, Richard) (Entered: 04/06/2021)

 

Docket Entries

  • 05/11/2021
  • View Court Documents
  • Docket(#4) 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, without prejudice and without costs against the defendant(s) Michael Auerbach, Rebekah Dopp, Brendan Kennedy, Soren Schroder, Christine St. Clare, Tilray, Inc.. Document filed by Charles Williams. Proposed document to be reviewed and processed by Clerk's Office staff (No action required by chambers)...(Acocelli, Richard) (Entered: 05/11/2021)

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  • 04/16/2021
  • 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: 04/16/2021)

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  • 04/16/2021
  • DocketNOTICE OF CASE REASSIGNMENT to Judge Vernon S. Broderick. Judge Unassigned is no longer assigned to the case. (laq) (Entered: 04/16/2021)

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  • 04/16/2021
  • DocketCASE ACCEPTED AS RELATED. Create association to 1:21-cv-02256-VSB. Notice of Assignment to follow. (laq) (Entered: 04/16/2021)

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  • 04/07/2021
  • DocketCASE REFERRED TO Judge Vernon S. Broderick as possibly related to 1:21-cv-2256 (VSB). (gp) (Entered: 04/07/2021)

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  • 04/07/2021
  • DocketCase Designated ECF. (gp) (Entered: 04/07/2021)

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  • 04/07/2021
  • DocketCASE OPENING INITIAL ASSIGNMENT NOTICE: The above-entitled action is assigned to Judge Unassigned. .(gp) (Entered: 04/07/2021)

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  • 04/06/2021
  • View Court Documents
  • Docket(#3) STATEMENT OF RELATEDNESS re: that this action be filed as related to 21-cv-02256. Document filed by Charles Williams..(Acocelli, Richard) (Entered: 04/06/2021)

    Read MoreRead Less
  • 04/06/2021
  • View Court Documents
  • Docket(#2) CIVIL COVER SHEET filed..(Acocelli, Richard) (Entered: 04/06/2021)

    Read MoreRead Less
  • 04/06/2021
  • View Court Documents
  • Docket(#1) COMPLAINT against Michael Auerbach, Rebekah Dopp, Brendan Kennedy, Soren Schroder, Christine St. Clare, Tilray, Inc.. (Filing Fee $ 402.00, Receipt Number ANYSDC-24361328)Document filed by Charles Williams..(Acocelli, Richard) (Entered: 04/06/2021)

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