LEGAL PROCEEDINGS (Detail Textuals) | 0 Months Ended |
Jan. 20, 2015 | Dec. 04, 2014 | Jul. 15, 2014 | Sep. 20, 2014 | Jul. 22, 2014 | Aug. 26, 2014 | Dec. 03, 2014 | Dec. 01, 2014 | Nov. 13, 2014 |
Temporary Restraining Order [Member] | | | | | | | | | |
Lawsuit Filing Date | | 4-Dec-14 | 15-Jul-14 | | | | | | |
Name of Defendant | | | Against directors Frank LaGrange Johnson, Robert Garrett, and John F. Chiste and then-directors (now former directors) Timothy Gordon and Owen P.J. King, also naming the Company as a nominal defendant. | | | | | | |
Name of Plaintiff | | | Terence Bernard Wise | | | | | | |
Domicile of Litigation | | | Supreme Court of the State of New York | | | | | | |
Description of Allegations | | Mr. Wise brought a new application to the court, seeking a TRO and a preliminary injunction to enjoin the Company's Board from causing the Company to issue any Series B Senior Convertible Preferred Stock (the "Preferred Stock"), or take any antecedent or preparatory steps to effectuate such issuance prior to the Company's 2014 Annual Meeting. The court granted the TRO in part by prohibiting the Company from issuing (but not from taking antecedent or preparatory steps to issue) such Preferred Stock prior to December 8, 2014. | Alleging breaches of fiduciary duty and seeking declaratory and injunctive relief (both preliminary and final), including a temporary restraining order ("TRO"), preventing the Board of the Company from pursuing any extraordinary action without shareholder approval that would alter the Company's capital structure. | | | | | | |
Actions Taken by Court, Arbitrator or Mediator | The First Department issued an order deeming the motion withdrawn as moot. | At a hearing on December 8, 2014, the court granted Mr. Wise's motion for a preliminary injunction, enjoining the Company's issuance of the Preferred Stock prior to the Company's 2014 Annual Meeting. | The court rejected Mr. Wise's request for a TRO and Mr. Wise then withdrew his request for preliminary injunctive relief. Mr. Wise subsequently amended his complaint to add additional allegations of breach of fiduciary duties and allegations of breach of director duties under various provisions of New York’s Business Corporation Law. | | | | | | |
Actions Taken by Defendant | | The Company filed a notice of appeal of the court's order to the Appellate Division of the Supreme Court of the State of New York, First Department (the "First Department"). On December 9, 2014, the Company moved before the First Department to vacate the lower court's injunction. | | | | | | | |
Multiple Violations Of Federal Securities Laws [Member] | | | | | | | | | |
Lawsuit Filing Date | | | | | 22-Jul-14 | | | | |
Name of Defendant | | | | | Terence Bernard Wise, Jenny P. Yu | | | | |
Domicile of Litigation | | | | | U.S. District Court for the Southern District of New York | | | | |
Description of Allegations | | | | | Alleging certain violations of the federal securities laws relating to the Schedules 13D filed by each of Mr. Wise and Ms. Yu, and the preliminary proxy solicitation materials filed by Mr. Wise (the "Federal Action") in support of the candidates that he proposed for election to the Company's Board at the 2014 Annual Meeting. Specifically, the Company alleged that these filings were misleading because Mr. Wise and Ms. Yu had formed an undisclosed "group" under Section 13(d) of the Securities Exchange Act. | | | | |
Actions Taken by Court, Arbitrator or Mediator | | | | The Court dismissed all of the Company's claims against Mr. Wise and Ms. Yu with prejudice, after which the Company filed an appeal to the United States Court of Appeals for the Second Circuit. | | | | | |
Whistleblowing Under The Dodd-Frank Act [Member] | | | | | | | | | |
Lawsuit Filing Date | | | | | | 26-Aug-14 | | | |
Name of Defendant | | | | | | Against the Company and its then-directors (now former directors) Frank LaGrange Johnson, Robert Garrett John F. Chiste, Timothy Gordon and Owen P.J. King | | | |
Name of Plaintiff | | | | | | James McKenna | | | |
Domicile of Litigation | | | | | | U.S. District Court for the Southern District of New York | | | |
Description of Allegations | | | | | | Asserting retaliation and whistleblowing claims under the Dodd-Frank Act, claims for breach of contract and breach of the covenant of good faith and fair dealing against the Company, and a single claim for tortious interference with contract against the individual defendants. | | | |
Purported Nominations [Member] | | | | | | | | | |
Lawsuit Filing Date | | | | | | | | | 13-Nov-14 |
Name of Defendant | | | | | | | | | Against Mr. Wise and the six individuals Mr. Wise had nominated to stand for election to the Company's Board at the 2014 Annual Meeting: Howard Morgan, Michael Luetkemeyer, Eric Freitag, Sangita Shah, N. Scott Fine, and Darryl Keyes. |
Domicile of Litigation | | | | | | | Supreme Court of the State of New York, Appellate Division, Second Department | | Supreme Court of the State of New York, Kings County |
Description of Allegations | | | | | | | | | The Company's complaint sought a judicial declaration that Mr. Wise's nominations were invalid, as they were purportedly not noticed within the timeframe that the Company argued was provided by the Company's Bylaws. |
Actions Taken by Court, Arbitrator or Mediator | | | | | | | | The court denied the CompanyBs request for preliminary injunctive relief. | |