Alex Tse et al. v. Ventana Medical Systems, Inc., et al.

Counsel for the defense retained Cornerstone Research and Professor Michael Gibbons of the Wharton School in this securities fraud lawsuit.

Retained by Wilson Sonsini Goodrich & Rosati

Counsel for the defense retained Cornerstone Research and Professor Michael Gibbons of the Wharton School in this securities fraud lawsuit. The plaintiffs had invested in BioTek Solutions, which agreed to merge with Ventana Medical Systems. The plaintiffs alleged that Ventana had committed securities fraud by, among other things, failing to disclose information about a compensation package for two Ventana directors that included stock options in the soon-to-be-merged company, and misrepresenting that the conversion price offered to the BioTek investors on convertible notes was fair market value of the soon-to-be merged company’s common stock. The plaintiffs claimed that this alleged fraud caused them to agree to merger terms that were less than favorable.

The defendants won the case, with their motion for summary judgment being granted in full.

Professor Gibbons opined on both damages and the value of the securities that the BioTek investors were offered in the merger. The defendants won the case, with their motion for summary judgment being granted in full. The court found plaintiffs’ damage claim speculative and found no evidence that Ventana had misrepresented the conversion price to BioTek investors.