Posts tagged Jon Melfi
No-Action Letter for Starbucks Corporation Allowed Exclusion of Charitable Contributions Report Proposal

In Starbucks Corp., 2018 BL 2480 (January 4, 2018), Starbucks Corp. (“Starbucks” or “Company”) asked the staff of the Securities and Exchange Commission (“SEC”) to permit the omission of a proposal submitted by Thomas Strobhar (“Proponent”) requesting the board issue a report disclosing Starbucks’ standards and process for making charitable contributions. The SEC issued the requested no action letter allowing for the exclusion of the proposal under Rule 14a-8(i)(7).

Read More
Norfolk Cty. Ret. Sys. v. Cmty Health Sys., Inc.: Plaintiffs Plausibly Alleged Securities Fraud

In Norfolk Cty. Ret. Sys. v. Cmty Health Sys., Inc., 877 F.3d 687 (6th Cir. 2017), the United States Court of Appeals for the Sixth Circuit reversed the district court’s judgment in favor of Community Health System shareholders (“Plaintiffs”). The Court of Appeals ruled that under §10(b) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder, Plaintiffs plausibly alleged the value of Community Health Systems’s (“Defendant”) shares fell because of undisclosed practices. Defendant’s profits relied on Medicare fraud, which they failed to disclose. The Plaintiffs allege that the market reacted negatively once those fraudulent practices were revealed, resulting in a loss in the value of their shares.

Read More
Dietz v. Cypress Semiconductor Corp.: Plaintiff Not Protected Under Sarbanes-Oxley

In Dietz v. Cypress Semiconductor Corp., No. 16-1209 & 16-1249, 2017 BL 370853 (10th Cir. Oct. 17, 2017), the United States Court of Appeals for the Tenth Circuit vacated the district court’s judgment in favor of Timothy Dietz (“Plaintiff”) under the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). The court found Plaintiff did not reasonably believe his former employer, Cypress Semiconductor Corporation (“Defendant”), committed mail fraud or wire fraud, therefore his whistleblower complaint was not protected activity under Sarbanes-Oxley. Accordingly, the court granted Defendant’s petitions for review, vacated the Administrative Review Board’s (the “Board”) awards for Plaintiff, and vacated as moot the district court’s order enforcing those awards.

Read More