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The Court has not indicated whether it intends to schedule any hearing on the motion before issuing a ruling.
−Removed: After the Sinnathurai Action was filed, five derivative lawsuits were filed:
−Removed: 8:21-cv-02996-TDC (the “Meyer Action”), Shui Shing Yung v.
−Removed: 8:21-cv-03248-TDC (the “Yung Action”), William Kirst, et al.
−Removed: 8:22-cv-00024-TDC (the “Kirst Action”), Amy Snyder v.
−Removed: 8:22-cv-01415-TDC (the “Snyder Action”), and Charles R.
+Added: After the Sinnathurai Action was filed, six derivative lawsuits were filed:
+Added: (i) Robert E.
+Added: 8:21-cv-02996-TDC (the “Meyer Action”), (ii) Shui Shing Yung v.
+Added: 8:21-cv-03248-TDC (the “Yung Action”), (iii) William Kirst, et al.
+Added: 8:22-cv-00024-TDC (the “Kirst Action”), (iv) Amy Snyder v.
+Added: 8:22-cv-01415-TDC (the “Snyder Action”), (v) Charles R.
Blackburn, et al.
−Removed: 1:22-cv-01417-TDC (the “Blackburn Action”).
+Added: 1:22-cv-01417-TDC (the “Blackburn Action”), and (vi) Diego J.
+Added: Erck, et al .
+Added: (the “Mesa Action”).
The Meyer, Yung, Snyder, and Blackburn Actions were filed in the U.S.
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District Court for the District of Maryland by the defendants.
+Added: The Mesa Action was filed in the Delaware Court of Chancery.
The derivative lawsuits name members of the board of directors and certain members of senior management as defendants.
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On July 21, 2022, the Court issued a memorandum opinion and order remanding the Kirst Action to state court.
−Removed: On February 4, 2022, the Court entered an order consolidating the Meyer and Yung Actions (the “Consolidated Derivative Action”).
−Removed: The plaintiffs in the Consolidated Derivative Action filed their consolidated derivative complaint on April 25, 2022.
−Removed: On May 10, 2022, the Court entered an order in the Consolidated Derivative Action granting the parties’ request to stay all proceedings and deadlines pending the earlier of dismissal or the filing of an answer in the Sinnathurai Action.
−Removed: If a related derivative action is filed and is not stayed, the Meyer and Yung plaintiffs may seek to terminate the stay.
+Added: On February 4, 2022, the Court entered an order consolidating the Meyer and Yung Actions (the “First Consolidated Derivative Action”).
+Added: The plaintiffs in the First Consolidated Derivative Action filed their consolidated derivative complaint on April 25, 2022.
+Added: On May 10, 2022, the Court entered an order in the First Consolidated Derivative Action granting the parties’ request to stay all proceedings and deadlines pending the earlier of dismissal or the filing of an answer in the Sinnathurai Action.
On June 10, 2022, the Snyder and Blackburn Actions were filed.
−Removed: The Snyder and Blackburn plaintiffs have expressed their intent to move the court to consolidate all of the derivative actions pending in Maryland federal court and to appoint lead counsel.
−Removed: On July 21, 2022, the Court ordered the parties in the Consolidated Derivative Action, the Snyder Action, and the Blackburn Action to meet and confer concerning consolidation, the appointment of lead counsel, and the ongoing stay of proceedings in the Consolidated Derivative Action.
−Removed: Should the parties fail to reach agreement on those issues, the Snyder and Blackburn plaintiffs were granted leave to file a motion for consolidation and appointment of lead counsel by August 18, 2022.
+Added: On October 5, 2022, the court entered an order granting a request by the plaintiffs in the First Consolidated Derivative Action and the Snyder and Blackburn Actions to consolidate all three actions and appoint co-lead plaintiffs and co-lead and liaison counsel (the “Second Consolidated Derivative Action”).
+Added: The co-lead plaintiffs in the Second Consolidated Derivative Action will designate an operative complaint or file a consolidated amended complaint by November 21, 2022.
+Added: On August 30, 2022, the Mesa Action was filed.
+Added: On October 3, 2022, the court entered an order granting the parties’ request to stay all proceedings and deadlines in the Mesa Action pending the earlier of dismissal of the Sinnathurai Action or the filing of an answer to the operative complaint in the Sinnathurai Action.
+Added: On February 26, 2021, a Novavax stockholder named Thomas Golubinski filed a derivative complaint against members of the Novavax board of directors and members of senior management in the Delaware Court of Chancery (the “Court”), captioned Thomas Golubinski v.
+Added: Douglas, et al., No.
+Added: 2021-0172-JRS.
+Added: Novavax is deemed a nominal defendant.
+Added: Golubinski challenged equity awards made in April 2020 and in June 2020 on the ground that they were “spring-loaded,” that is, made at a time when such board members or members of senior management allegedly possessed undisclosed positive material information concerning the Company.
+Added: The complaint asserted claims for breach of fiduciary duty, waste, and unjust enrichment.
+Added: The plaintiff sought an award of damages to the Company, an order rescinding both awards or requiring disgorgement, and an award of attorneys’ fees incurred in connection with the litigation.
+Added: On May 10, 2021, the defendants moved to dismiss the complaint in its entirety.
+Added: On June 17, 2021, the Company’s stockholders voted FOR ratification of the April 2020 awards and ratification of the June 2020 awards.
+Added: Details of the ratification proposals are set forth in the Company’s Definitive Proxy Statement filed with the SEC on May 3, 2021.
+Added: The results of the vote were disclosed in the Company’s Current Report on Form 8-K filed with the SEC on June 24, 2021.
+Added: Thereafter, the plaintiff stipulated that, as a result of the outcome of the June 17, 2021 vote, the plaintiff no longer intends to pursue the lawsuit or any claim arising from the April 2020 and June 2020 awards.
+Added: On August 23, 2021, the plaintiff filed a motion seeking an award of attorneys’ fees and expenses, to which the defendants filed an opposition.
+Added: The motion was argued before the Court on October 18, 2022.
+Added: The same day, the Court issued a bench ruling denying the plaintiff’s fee application in its entirety and entered an order to that effect.
+Added: Under a prior Court order, the case was automatically dismissed with prejudice upon denial of the plaintiff’s fee application.
Par Sterile Products, LLC Arbitration
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The matter is at a preliminary stage and therefore the potential loss is not reasonably estimable.
+Added: The parties are engaged in discovery and arbitration is scheduled for July 2023.
While the Company maintains that no breach of the MSA has occurred and intends to vigorously defend the matter, if the final resolution of the matter is adverse to the Company, it could have a material impact on the Company's financial position, results of operations, or cash flows.
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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.