What changed in this filing

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Item 1. Legal Proceedings

2024-10-23 compared with 2024-07-24 · 23 added, 29 removed, 77 unchanged (40% of the section changed)

15 unchanged sentences

Cal.), against MaxLinear and certain of its current officers.

The complaint includes two claims:

The complaint included two claims:

(1) an alleged violation of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder;

1 unchanged sentence

On December 20, 2023, the court appointed the lead plaintiffs, who filed the Consolidated Complaint on February 15, 2024.

The Consolidated Complaint alleges that the defendants made false and misleading statements and/or omitted material facts that MaxLinear had a duty to disclose, concerning the Company’s intention to close the merger with Silicon Motion, including that:

(i) MaxLinear had allegedly decided it would not consummate the merger because the economic circumstances surrounding the merger had materially changed, including a material downturn in the semiconductor industry and rising interest rates;

(ii) MaxLinear had allegedly determined to unilaterally terminate the merger in the event the merger was approved by Chinese antitrust regulators;

(iii) MaxLinear had allegedly intended to argue that certain conditions in Article 6 of the Merger Agreement had not been satisfied as required by May 5, 2023 as a basis to terminate the merger;

and (iv) as a result, MaxLinear had allegedly materially misrepresented the viability of the merger, the purported benefits of the merger, and the likelihood that the merger would be consummated.

The Consolidated Complaint seeks compensatory damages, including interest, costs and expenses and such other equitable or injunctive relief that the court deems appropriate.

MaxLinear will vigorously defend its position.

Defendants filed a motion to dismiss the Consolidated Complaint on March 29, 2024 and Plaintiffs’ filed an opposition on May 13, 2024.

Defendants filed a reply in support of the motion to dismiss on June 14, 2024.

The Consolidated Complaint alleged that the defendants made false and misleading statements and/or omitted material facts that MaxLinear had a duty to disclose, concerning the Company’s intention to close the merger with Silicon Motion.

On August 28, 2024, the court granted the defendants a motion to dismiss holding that the plaintiffs lacked standing to sue MaxLinear and its officers.

The case was dismissed without prejudice.

On September 18, 2024, the plaintiffs filed an Amended Consolidated Complaint (the "Amended Complaint").

The Amended Complaint includes the same two claims as alleged in the Consolidated Complaint and makes similar factual allegations against the MaxLinear defendants, but adds Silicon Motion and certain of its officers as additional defendants.

The Amended Complaint seeks compensatory damages, including interest, costs and expenses and such other relief that the court deems appropriate.

MaxLinear intends to continue to vigorously defend its position.

On June 13, 2024, HBK Master Fund L.P.

2 unchanged sentences

24-cv-01033 (S.D.

Cal.), against MaxLinear and certain of its current officers.

The complaint includes seven claims:

(1) an alleged violation of Section 10(b) of the Exchange Act and Rule 10b-5(a) and (c) promulgated thereunder;

(2) an alleged violation of Section 10(b) of the Exchange Act and Rule 10b-5(b) promulgated thereunder;

(3) an alleged violation of Section 20(a) of the Exchange Act;

(4) an alleged violation of Section 18 of the Exchange Act;

(5) common law fraud;

(6) common law negligent misrepresentation;

and (7) alleged violations of California Civil Code Section 1709.

Cal.), against MaxLinear and certain of its current officers, which also alleges violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act, and other violations.

The complaint alleges that the defendants concealed their intention to terminate the merger with Silicon Motion from Silicon Motion’s shareholders.

The complaint seeks compensatory damages, including interest, costs and expenses, punitive damages, and such other equitable or injunctive relief that the court deems appropriate.

Defendants intend to vigorously defend these claims.

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On July 12, 2024, the defendants filed a motion to dismiss this complaint, which is pending.

MaxLinear intends to continue to vigorously defend its position.

Comcast Litigation

7 unchanged sentences

On March 19, 2024, Comcast amended its claims for declaratory judgments, indemnification, and breach of the implied covenant of good faith and fair dealing, and on April 3, 2024, MaxLinear moved to dismiss all claims against it.

MaxLinear intends to amend and refile its trade-secret and related claims.

MaxLinear will vigorously defend its position.

On September 19, 2024, the court granted the motion to dismiss with respect to certain claims for declaratory judgment claim and denied the motion to dismiss with respect to the remaining claims.

On September 23, 2024, Comcast filed amended claims for declaratory judgment, indemnification, and breach of the implied covenant of good faith and fair dealing, and on October 14, 2024, MaxLinear amended and refiled its trade secret and related claims.

MaxLinear intends to continue to vigorously defend its position.

Dish Litigation

15 unchanged sentences

The court has not yet issued any ruling regarding the R&R or MaxLinear’s pending motion to dismiss.

MaxLinear will vigorously defend its position.

On July 30, 2024, this case was stayed until September 17, 2024.

There was a motion to stay this case pending resolution of Inter Partes Review (“IPR”).

MaxLinear intends to continue to vigorously defend its position.

Cox Litigations

2 unchanged sentences

In the first action, Cox alleges that when MaxLinear assigned certain patents to Entropic, MaxLinear violated its obligations under MoCA’s IPR Policy by assigning these patents and by allegedly failing to ensure that Cox would be offered a FRAND license for these patents.

Cox amended its counterclaims on January 9, 2024 and is asserting claims of breach of contract, unjust enrichment, and declaratory judgment against MaxLinear.

Cox amended its counterclaims on January 9, 2024 and is asserting claims of breach of

contract, unjust enrichment, and declaratory judgment against MaxLinear.

Cox seeks an unspecified amount of compensatory damages, equitable relief, attorneys’ fees, expenses, and costs.

MaxLinear moved to dismiss Cox’s amended counterclaims on February 6, 2024.

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On April 22, 2024, a Special Master issued the R&R, which recommended granting the motion to dismiss with prejudice as to the unjust enrichment counterclaim but denying the motion as to the breach of contract and declaratory judgment counterclaims.

11 unchanged sentences

The court has not yet issued any ruling regarding the R&R or MaxLinear’s pending motion to dismiss.

MaxLinear will vigorously defend its position.

On July 30, 2024, these cases were stayed until September 17, 2024.

There was a motion to stay pending resolution of IPR.

MaxLinear intends to continue to vigorously defend its position.

The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

As of June 30, 2024, no material loss contingencies have been accrued for litigation and other legal claims in our consolidated financial statements, since our management currently does not believe that the ultimate outcome of any of the matters described above is probable.

As of September 30, 2024, no material loss contingencies have been accrued for litigation and other legal claims in our consolidated financial statements, since our management currently does not believe that the ultimate outcome of any of the matters described above is probable.

An unfavorable outcome of these matters may be reasonably possible in excess of recorded amounts;

4 unchanged sentences

Regardless of the outcome, litigation and claims can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors.

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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.

What changed 10-Q

Item 1. Legal Proceedings