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Business Organizations Keyed to Sjostrom
Sandys v. Pincus
Citation:152 A.3d 124 (Del. 2016)
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- Topic: Identifies the topic of law and where this case fits within your course outline.
- Parties: Identifies the cast of characters involved in the case.
- Procedural Posture & History: Shares the case history with how lower courts have ruled on the matter.
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Plaintiff alleges two derivative claims, each centering on allegations that certain top managers and directors at Zynga were given an exemption to the company’s standing rule preventing sales by insiders until three days after an earnings announcement. Plaintiff alleges that top Zynga insiders sold 20.3 million shares of stock for $236.7 million as part of a secondary offering before Zynga’s April 26, 2012 earnings announcement. These insiders sold their shares at $12 per share and immediately after the earnings announcement, the market price dropped 9.6% to $8.52. Three months later, following the release of additional negative information, which the plaintiff alleges was known by Zynga management and the board when it granted the exemption, Zynga’s market price declined to $3.18 from the $12 per share. Plaintiff alleges that the insiders who participated in the sale breached their fiduciary duties by misusing confidential information when they sold their shares while in possession of adverse, material non-public information.
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