b'Second Circuit Cases to Watch In re Micro Focus Internationalin the Registration Statement and throughout the PLC Securities Litigation, Case No.alleged three-year class period, including in corrective 20-3686 (2d Cir.)disclosures following completion of the merger. On Post-Merger Integration Issues September 29, 2020, the U.S. District Court for the Southern District of New York dismissed the complaint, As discussed above, Micro Focus is an infrastructureholding plaintiff failed to plead falsity. On October 27, software company that develops, sells, and supports2020, plaintiff appealed that decision to the U.S. Court software products and solutions to businesses andof Appeals for the Second Circuit on October 27, 2020. various governmental entities. Micro Focus softwareThe opening brief was filed on February 4, 2021, with helps customers build, operate, and secure ITthe responsive brief due May 6, 2021.systems that bring together existing business logic and applications with emerging technologies to meetGray v. Alpha and Omega Semiconductor increasingly complex business demands.Limited et al., Case No. 1:20-cv-02414-RA On September 7, 2016, Micro Focus announced that(S.D.N.Y.) it would purchase HPE Software, an enterprise andDOJ Investigation Into Regulatory Violations software operating unit of Hewlett Packard Enterprises, which would be spun out and merged into Micro Focus.Alpha and Omega (Alpha) designs, develops, and On August 4, 2017, Micro Focus filed its Registrationsupplies power semiconductors to a variety of markets, Statement and issued approximately 222 millionincluding the consumer, communications and industrial American Depositary Shares of the combined company,markets. Alpha primarily sells its products to distributors which would continue to operate under the namein the Asia Pacific region who in turn sell the products Micro Focus. The Registration Statement includedto original equipment and design manufactures that risk factors stating that customer and salespersonincorporate Alphas products into their end applications. attrition, among other things, might derail the merger.Huawei Technologies Co., Ltd (Huawei), a China-based Micro Focus issued several post-merger correctivetelecommunications provider, was one of Alphas largest disclosures concerning problems within HPEs softwarecustomers since, at least, 2016 through 2020. On May after the spinoff, the companys difficulty executing15, 2019, President Trump issued an Executive Order sales, and significant employee attrition. After each ofbanning U.S. companies from conducting business or these corrective disclosures, Micro Focus ADS valueusing information and communications with companies dropped, ultimately dropping more than 55% from theconsidered a national security threat, which included date of the merger. In its August 29, 2019 disclosure,Huawei and 68 of its affiliates. In August 2019, 46 Micro Focus announced it was undertaking a strategicadditional Huawei affiliates were added to the list of review of its operations. The following day, Micro Focusbanned companies. It was possible, however, to apply stock price dropped 31% from $18.89 to $12.98.for special licenses to continue shipping to companies Investors filed a putative class action against Microsubject to the Executive Order. Focus, certain executives, and its directors allegingIn August 2019the first financial announcement violations of Sections 11, 12, and 15 of the 1933 Actsince the restrictions were imposed on Huaweiand Sections 10(b) and 20(a) of the 1934 Act basedAlpha issued an earnings press release, held an on allegedly false and misleading statements made 82'