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Securities Regulation, Keyed to Choi
Menora Mivtachim Insurance Ltd. v. Frutarom Industries Ltd.
Citation:
54 F.4th 82 (2022)Facts
International Flavors & Fragrances Inc., a U.S.-based seller of flavoring and fragrance products, acquired Frutarom Industries Ltd., an Israeli firm in the same industry. Leading up to the merger announced on May 7, 2018, Frutarom allegedly engaged in a long-running bribery scheme from 2002 to 2018, bribing key employees of important clients and customs officials in Russia and Ukraine. Frutarom made materially misleading statements about its compliance with anti-bribery laws, including false statements that it had not violated the Foreign Corrupt Practices Act or other anti-corruption laws since December 31, 2014. These statements were incorporated into IFF’s Form S-4 Registration Statement. The merger closed in October 2018, and on August 5, 2019, IFF acknowledged Frutarom’s improper payments, causing IFF’s share price to drop nearly 16 percent. Plaintiffs, who purchased IFF stock during the class period, sued Frutarom and its officers for securities fraud.
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