Legal Proceedings.
−Removed: From time to time, in the normal course of business, we are subject to various legal proceedings,
−Removed: investigations (both formal and informal), and claims incidental to the conduct of a highly regulated business.
+Added: From time to time, in the normal course of business, we are subject to various legal proceedings, investigations (both formal and informal), and claims incidental to the conduct of a highly regulated business.
Such proceedings can be costly, time consuming, and unpredictable.
−Removed: Therefore, no assurance can be given on the outcome of any proceeding
−Removed: or the potential impact on our financial condition or results of operation.
−Removed: For example, in February 2021, Clover received a subpoena
−Removed: from the SEC as part of an investigation related to aspects of our business as well as certain matters described in an article issued on February 4, 2021 by Hindenburg Research LLC (the Hindenburg article).
−Removed: We are cooperating with the
−Removed: SECs investigation.
−Removed: The Hindenburg article, which discussed, among things, an ongoing inquiry by the U.S.
−Removed: Attorneys Office for the Eastern District of Pennsylvania relating to, among other things, certain of our arrangements with
−Removed: providers participating in our network and programs and the Clover Assistant, was the subject of our current report on Form 8-K filed with the SEC on February 5, 2021.
−Removed: Securities Class Actions and Derivative Litigation
−Removed: In February 2021, we and certain of our directors and officers were named as defendants in putative class actions filed in the United States
−Removed: District Court for the Middle District of Tennessee:
−Removed: Clover Health Investments, Corp.
−Removed: et al., 3:21-cv-00096 (M.D.
−Removed: Clover Health Investments, Corp.
−Removed: et al., Case No.
−Removed: 3:21-cv-0010 (M.D.
−Removed: Clover Health
−Removed: Investments, Corp.
−Removed: et al., Case No.
−Removed: 3:21-cv-00109 (M.D.
−Removed: and Tremblay v.
−Removed: Clover Health Investments, Corp.
−Removed: et al., Case No.
−Removed: 3:21-cv-00138 (M.D.
−Removed: The complaints assert violations of sections 10(b) and 20(a) of the Exchange Act and Rule
−Removed: 10b-5 promulgated under the Exchange Act.
−Removed: The Kaul action asserts additional claims under sections 11 and 15 of the Securities Act.
−Removed: complaints generally relate to allegations published in the Hindenburg article.
−Removed: The complaints seek unspecified damages on behalf of all persons and entities who purchased or acquired Clover securities during the class period (which begins on
−Removed: October 6, 2020, and, depending on the complaint, ends on February 3, 2021 or February 4, 2021), as well as certain other costs.
−Removed: parallel shareholder derivative action has also been filed, naming Clover as a nominal defendant, and asserting violations of sections 10(b) and 21D of the Exchange Act, breach of fiduciary duty, and waste of corporate assets against our directors.
−Removed: That action was filed in the United States District Court for the District of Delaware and is captioned Furman v.
−Removed: Garipalli et al., Case No.
−Removed: 1:21-cv-00191 (D.
−Removed: The complaint seeks unspecified damages and an order requiring Clover to take
−Removed: certain actions to enhance Clovers corporate governance, policies, and procedures.
−Removed: All of these cases remain in the preliminary
−Removed: Given the inherent uncertainty of litigation and the legal standards that must be met, including class certification and success on the merits, we cannot express an opinion on the likelihood of an unfavorable outcome or on the amount or
−Removed: range of any potential loss.
−Removed: Clover intends to vigorously defend itself against the claims asserted against it.
+Added: Therefore, no assurance can be given on the outcome of any proceeding or the potential impact on our financial condition or results of operation.
+Added: For example, since February 2021, Clover has received subpoenas from the SEC related to certain disclosures and aspects of our business as well as certain matters described in an article issued on February 4, 2021, by Hindenburg Research LLC (the "Hindenburg article").
+Added: We are cooperating with the SEC's investigation.
+Added: The Hindenburg article, which discussed, among other things, an ongoing inquiry by the U.S.
+Added: Attorney's Office for the Eastern District of Pennsylvania relating to, among other things, certain of our arrangements with providers participating in our network and programs, and the Clover Assistant, was the subject of our Current Report on Form 8-K filed with the SEC on February 5, 2021.
+Added: Additional information concerning legal proceedings can be found in Note 21 (Commitments and Contingencies) to the Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K, which information is incorporated by reference into this item.
Mine Safety Disclosures.
Not applicable.
−Removed: Index to Financial Statements
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.