XML 31 R19.htm IDEA: XBRL DOCUMENT v3.21.2
Commitments and Contingencies
3 Months Ended
Sep. 30, 2021
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

(13) Commitments and Contingencies

 

The Company is subject to various lawsuits and other claims in the normal course of business. In addition, from time to time, the Company receives communications from government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which the Company operates.

 

The Company establishes reserves for the estimated losses on specific contingent liabilities, for regulatory and legal actions where the Company deems a loss to be probable and the amount of the loss can be reasonably estimated. In other instances, the Company is not able to make a reasonable estimate of liability because of the uncertainties related to the outcome or the amount or range of potential loss.

 

Litigation, Investigations, and Audits  

 

On April 15, 2021, a putative stockholder of the Company commenced a class action and derivative lawsuit in the Delaware Court of Chancery, Stein v. Pickens, et al., C.A. No. 2021-0322-JRS (the “Stein Action”), in which it was alleged, among other things, that the Company improperly included broker non-votes in the tabulation of votes counted in favor to approve the 2020 Certificate Amendment and, thus the 2020 Certificate Amendment was defective. The Company investigated these allegations and disputed them. Following a period of discovery, the parties entered into a settlement in principle. No date to present the settlement to the Court of Chancery has yet been set.  

 

On April 30, 2021, the Company filed a validation proceeding in the Delaware Court of Chancery, In re Astrotech Corporation, C.A. No. 2021-0380-JRS, pursuant to Section 205 of the Delaware General Corporation Law (the “Section 205 Action”).  The

Company did not believe that the filing and effectiveness of the 2020 Certificate Amendment was either invalid or ineffective. However, to resolve any uncertainty, the Company determined to pursue corrective actions to ratify the 2020 Certificate Amendment through the filing of the Section 205 Action. The Company’s request for validation from the Court of Chancery was granted on October 6, 2021, thereby ratifying the 2020 Certificate Amendment and all issuances of shares made pursuant thereto.  

 

Further information regarding the Stein Action and the Section 205 Action is provided in the Schedule 14A proxy statement amendment and supplement filed by the Company with the Securities and Exchange Commission on April 29, 2021.