Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies |
Leases |
The Company leases an aggregate of approximately 83,000 square feet of office and laboratory space under a long-term lease agreement that expires on September 30, 2022. The lease contains fixed scheduled rent escalations, $0.9 million of rent concession and $1.8 million of leasehold improvement incentives. In connection with the lease, the Company obtained a $1.5 million letter of credit secured by restricted cash. In June 2013, the required amount for the letter of credit secured by restricted cash was reduced to $0.5 million. The Company also leases office equipment and software licenses through operating leases. Rent expense is calculated on a straight-line basis over the term of the lease. |
Legal Contingencies |
On October 9, 2014, a purported stockholder of the Company filed a putative class action lawsuit against the Company, members of the Company's board of directors, Parent and Merger Sub in the Superior Court of Wake County, North Carolina captioned Carren Overby v. LipoScience, Inc. et al., Case No. 14CV013448. The plaintiff alleged claims against (i) the members of the Company’s board of directors for breach of fiduciary duties in connection with their approval of the Merger Agreement, and (ii) the Company, Parent and Merger Sub for aiding and abetting the alleged breach of fiduciary duties by the members of the Company’s board of directors. The plaintiff sought, among other things, injunctive relief enjoining the Merger. On October 23, 2014, the plaintiff voluntarily dismissed the lawsuit without prejudice. |
On October 17, 2014, a purported stockholder of the Company filed a putative class action lawsuit against the Company, members of the Company's board of directors, Parent and Merger Sub in the Delaware Court of Chancery captioned Gautam Patel v. LipoScience, Inc. et al., Case No. 10252. The plaintiff alleges claims against (i) the members of the Company’s board of directors for breach of fiduciary duties in connection with their approval of the Merger Agreement and the dissemination of allegedly incomplete or misleading information about the Merger to the Company's stockholders, and (ii) the Company, Parent and Merger Sub for aiding and abetting the alleged breach of fiduciary duties by the members of the Company’s board of directors. The plaintiff seeks, among other things, injunctive relief enjoining the Merger. |
On October 22, 2014, a purported stockholder of the Company filed a putative class action lawsuit against the Company, members of the Company's board of directors, Parent and Merger Sub in the Delaware Court of Chancery captioned Stephen Bushansky v. LipoScience, Inc. et al., Case No. 10267. The plaintiff alleges claims against (i) the members of the Company’s board of directors for breach of fiduciary duties in connection with their approval of the Merger Agreement and the dissemination of allegedly incomplete or misleading information about the Merger to the Company's stockholders, and (ii) the Company, Parent and Merger Sub for aiding and abetting the alleged breach of fiduciary duties by the members of the Company’s board of directors. The plaintiff seeks, among other things, injunctive relief enjoining the Merger. |
On October 22, 2014, a purported stockholder of the Company filed a putative class action lawsuit against the Company, members of the Company’s board of directors, Parent and Merger Sub in the Delaware Court of Chancery captioned Faith Rash v. LipoScience, Inc. et al., Case No. 10273. The plaintiff alleges claims against (i) the members of the Company’s board of directors for breach of fiduciary duties in connection with their approval of the Merger Agreement and the dissemination of allegedly incomplete or misleading information about the Merger to the Company’s stockholders, and (ii) the Company, Parent and Merger Sub for aiding and abetting the alleged breach of fiduciary duties by the members of the Company’s board of directors. The plaintiff seeks, among other things, injunctive relief enjoining the Merger. |
On October 24, 2014, a purported stockholder of the Company filed a putative class action lawsuit against the Company, members of the Company’s board of directors, Parent and Merger Sub in the Delaware Court of Chancery captioned Theodore Brown v. Buzz Benson et al. , Case No. 10283. The plaintiff alleges claims against (i) the members of the Company’s board of directors for breach of fiduciary duties in connection with their approval of the merger agreement and the dissemination of allegedly incomplete or misleading information about the merger to the Company’s stockholders, and (ii) the Company, Parent and Merger Sub for aiding and abetting the alleged breach of fiduciary duties by the members of the Company’s board of directors. The plaintiff seeks, among other things, injunctive relief enjoining the merger. |
On October 29, 2014, the Delaware Court of Chancery entered an Order of Consolidation and Appointment of Co-Lead Counsel and Liaison Counsel consolidating these four actions under the caption In re LipoScience, Inc. Stockholder Litigation, Consolidated C.A. No. 10252-VCP, or the Consolidated Action. |
On November 7, 2014, the Company and the other defendants entered into a memorandum of understanding with the plaintiffs regarding the settlement of the Consolidated Action. In connection with the settlement, the parties agreed that the Company would make certain additional disclosures to its stockholders, which were provided in the supplement to the definitive proxy statement filed on November 10, 2014 with the Securities and Exchange Commission. Subject to the completion of certain confirmatory discovery by counsel to the plaintiff, the memorandum of understanding contemplates that the parties will enter into a stipulation of settlement. The stipulation of settlement will be subject to customary conditions, including court approval. If the court approves the settlement, the settlement will resolve all of the claims that were or could have been brought in the action being settled, including all claims relating to the Merger, the Merger Agreement and any disclosure made in connection with the Merger and Merger Agreement. In addition, in connection with the settlement, the parties contemplate that plaintiffs’ counsel will petition the court for an award of attorneys’ fees and expenses to be paid by the Company, the amount of which will be agreed to by the parties or awarded by the court. |
The Company and its directors vigorously deny all liability with respect to the facts and claims alleged in the Consolidated Action and specifically deny that any further disclosure was required under any applicable rule, statute, regulation or law or that the directors failed to maximize stockholder value by entering into the merger agreement with the Parent. The settlement is not, and should not be construed as, an admission of wrongdoing or liability by any defendant. However, to avoid the risk of delaying or otherwise imperiling the Merger, and to provide additional information to the Company's stockholders at a time and in a manner that would not cause any delay of the Merger, the Company and its directors agreed to the settlement described above. The parties considered it desirable that the action be settled to avoid the substantial burden, expense, risk, inconvenience and distraction of continued litigation and to fully and finally resolve the settled claims. The settlement of this litigation is contingent upon the judicial approval, as such, the amount of any potential loss cannot be reasonably estimated at this time. |
In addition to the litigation described in the preceding paragraphs, the Company is subject to claims and assessments from time to time in the ordinary course of business. The Company's management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company's business, financial condition, results of operations or cash flows. |
Indemnification |
In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnification. The Company's exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. The Company may, however, record charges in the future as a result of these indemnification obligations. |
In accordance with its Certificate of Incorporation and Bylaws, the Company has indemnification obligations to its directors, and has the authority to indemnify its officers and employees, for certain events or occurrences, subject to certain limits, while they are serving at the Company's request in such capacity. There have been no claims to date, and the Company has director and officer insurance that enables it to recover a portion of any amounts paid for future potential claims. |
In addition to the indemnification provided for in its Certificate of Incorporation and Bylaws, the Company has also entered into separate indemnification agreements with each of its directors, which agreements provide such directors with indemnification rights under certain circumstances. |