Legal Proceedings |
12 Months Ended |
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Sep. 30, 2016 | |
Legal Proceedings | |
Legal Proceedings | 19. Legal Proceedings Howard v. Liquidity Services, Inc., et al., Civ. No. 14-1183 (D. D. C. 2014). On July 14, 2014, Leonard Howard filed a putative class action complaint in the United States District Court for the District of Columbia (the "District Court") against the Company and its chief executive officer, chief financial officer, and chief accounting officer, on behalf of stockholders who purchased the Company's common stock between February 1, 2012, and May 7, 2014. The complaint alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by, among other things, misrepresenting the Company's growth initiative, growth potential, and financial and operating conditions, thereby artificially inflating its share price, and seeks unspecified compensatory damages and costs and expenses, including attorneys' and experts' fees. On October 14, 2014, the Court appointed Caisse de Dépôt et Placement du Québec and the Newport News Employees' Retirement Fund as co-lead plaintiffs. The plaintiffs filed an amended complaint on December 15, 2014, which alleges substantially similar claims but which does not name the chief accounting officer as a defendant. On March 2, 2015, the Company moved to dismiss the amended complaint for failure to state a claim or plead fraud with the requisite particularity. On March 31, 2016, the Court granted that motion in part and denied it in part. On May 16, 2016, the Company answered the amended complaint. Pursuant to the scheduling order in this action, document production shall be substantially complete by January 13, 2017, class certification shall be fully briefed by May 2, 2017, all fact discovery shall be completed by August 31, 2017, and expert discovery shall be completed by February 23, 2018. The Company believes the allegations in the amended complaint are without merit and cannot estimate a range of potential liability, if any, at this time. Billard v. Angrick, et al., Civ. No. 16-1612-BAH (D. D. C. 2016) and Slingerland v. Angrick, et al., Civ. No. 16-1725-BAH (D. D. C. 2016). Two of the Company's stockholders filed putative derivative actions on behalf of the Company against certain individuals who served on the Company's Board of Directors or as members of its management between 2012 and 2014. The cases are pending in the District Court. On June 8, 2016, Harold Slingerland filed a putative derivative complaint in the Superior Court for the District of Columbia (the "Superior Court"), purportedly on behalf of the Company against certain individuals who served on the Company's Board of Directors or as members of the Company's management between February 1, 2012, and May 7, 2014. The complaint asserted that, among other things, the defendants breached their fiduciary duties to the Company and its stockholders by supposedly causing or allowing the Company to make the same misstatements that are alleged in the putative class action complaint and exposing the Company to potentially significant costs and expenses in connection with defending that action. The complaint sought monetary damages from the defendants other than the Company, changes to the Company's corporate governance, disgorgement of any profits, benefits, or other compensation obtained by the director defendants, and an award of attorneys' fees, costs, and expenses for plaintiff's counsel. The plaintiff in this putative derivative action never served his complaint and, on August 3, 2016, the action was voluntarily dismissed. On August 8, 2016, Thomas Billard filed a putative derivative complaint in the District Court, which challenges conduct similar to that challenged in the Slingerland complaint filed in the Superior Court, and which asserts claims against the Company's Board and certain former Board members and members of management. The Billard complaint asserts derivative claims for breach of fiduciary, waste, unjust enrichment, and insider trading. On August 24, 2016, the District Court entered a briefing schedule pursuant to which the defendants shall move to dismiss the Billard complaint solely on forum non conveniens grounds based on a Delaware forum selection clause contained in the Company's bylaws, without prejudice to any other grounds for dismissal under Federal Rules of Civil Procedure 12(b) or 23.1. This motion is fully briefed and awaiting decision. On August 25, 2016, the Slingerland plaintiff filed a putative derivative complaint in the District Court that alleges substantially the same claims as raised in the Billard derivative complaint. On October 21, 2016, the Court entered an order staying the defendants' obligation to respond to this complaint to and including January 19, 2017. On September 23, 2016, the plaintiffs and defendants in the Billard and Slingerland actions filed a proposed stipulation and order that would consolidate the two actions into a "Consolidated Action" and that provides that defendants' motion to dismiss the Billard complaint on forum non conveniens grounds is deemed to have been made in the Consolidated Action. The proposed stipulation and order further provides that if defendants' motion to dismiss on forum non conveniens grounds is denied, the parties to the Consolidated Action shall submit a proposed order setting forth a deadline for the filing of a consolidated complaint and subsequent motions and deadline. The Company believes the allegations in both complaints are without merit and cannot estimate a range of potential liability, if any, at this time. |