Author: Kristy Werness

The suit, originally filed in the Southern District of New York and transferred to the Central District of California, alleged that Mr. Kiani, the former CEO and chairman of Masimo’s board, secretly colluded with RTW Investments to manipulate a 2024 shareholder vote through an “empty voting” conspiracy in an unsuccessful attempt to defeat a proxy campaign waged by the activist hedge fund Politan Capital Management.

“This lawsuit was filed by Politan-controlled Masimo as an effort to avoid paying Mr. Kiani what he is owed under his 10-year-old employment agreement,” said Hueston Hennigan partner John Hueston. “The claim of an ‘empty voting’ conspiracy between Kiani and RTW was meritless. Politan made this same allegation during the 2024 proxy contest, and it was investigated by Masimo’s lead independent director and rejected as untrue. After Politan-controlled Masimo terminated Kiani, it resurrected this claim in the hopes of finding a basis to avoid paying Kiani what he is owed under his employment agreement. But now, to avoid a neutral judge’s scrutiny, Politan-controlled Masimo chose to dismiss the claim rather than face another contested loss.”

Mr. Kiani founded health technology company Masimo in his garage 35 years ago and served as its chairman and CEO from its founding in 1989 through September 2024. Politan waged a proxy contest that ousted Mr. Kiani from his seat as chairman of the Board of Directors, and gave its directors majority-control over the board, which immediately initiated its plan to remove Mr. Kiani from management. Mr. Kiani announced his resignation as CEO and sought a declaratory judgment in Orange County Superior Court that he was entitled to contractually guaranteed termination wages under his employment agreement. Weeks later, the Politan-controlled board pretextually terminated Mr. Kiani for “cause” in an invalid effort to avoid the contractual payments to which Mr. Kiani is entitled.

The day after it terminated Mr. Kiani, Politan-controlled Masimo sued Mr. Kiani and the hedge fund RTW Investments in the Southern District of New York, alleging that Mr. Kiani and RTW formed a “group” under Section 13(d) of the Securities Exchange Act during the company’s September 2024 proxy contest without filing the required Schedule 13D.

Mr. Kiani moved to dismiss the complaint, and after Masimo amended the complaint, moved to dismiss it again. The amended complaint alleged only that Mr. Kiani had communicated with Masimo’s key shareholders, including RTW, about a critical, upcoming proxy contest that would determine the future of the company. RTW independently believed that Masimo would perform better in the future with Mr. Kiani retaining his positions rather than an activist hedge fund whose principals had no relevant experience. As argued by Hueston Hennigan, had Politan-controlled Masimo succeeded in its lawsuit against Mr. Kiani and RTW based on these allegations, it would have meant that a company’s management formed a “group” under Section 13(d) of the Exchange Act any time that a company’s directors communicate with its key investors and those investors independently decide to support the company’s management, a result unsupported by case law and SEC regulations.

On the eve of the hearing on Mr. Kiani’s motion to dismiss for failure to state a claim, Politan-controlled Masimo voluntarily dismissed its claim against Mr. Kiani, conceding it was without basis. Mr. Kiani continues to litigate his claims for the termination benefits in the Orange County Superior Court, which recently denied Masimo’s heavily contested motion to stay the case.

In addition to Mr. Hueston, the team representing Mr. Kiani in the Section 13(d) lawsuit includes Marshall Camp, Thomas Zaccaro, Adam Minchew, Bram Alden, and Stewart Rickert.

In May 2022, ten Black people were killed and three others were wounded in a horrific hate crime, when a man opened fire in the market in a predominantly Black neighborhood. The shooter livestreamed the incident on Twitch. The plaintiffs—victims of the shooting and their family members—contend the shooter was radicalized by extremist and racist content on social media and that his ability to livestream on Twitch motivated him to commit the crimes. The plaintiffs’ claims included wrongful death, product liability, negligence, and infliction of emotional distress.

Hueston Hennigan argued, on behalf of Twitch and Amazon, that Twitch cannot be liable for these claims under the First Amendment, Section 230, and traditional state law principles. The firm further argued that even if other social media companies could be liable, Twitch cannot because the shooter was not radicalized on Twitch. After multiple days of hearings, the trial court denied Hueston Hennigan’s motion to dismiss, concluding its arguments could be made after discovery.

On appeal—which was argued by Moez Kaba—the appellate court agreed with Twitch and the other social media companies, ruling that Section 230 indeed affords immunity to the social media defendants, the First Amendment protects our conduct, and noted further that Twitch could not be liable for addiction.

In addition to Mr. Kaba, the team included Allison Libeu, Brittani Jackson, Michael Todisco, Adam Minchew, Arianna Demas, Warren Crandall and Collin Yeung.

The win has been widely reported in publications including Reuters, Law360 and Law.com.

Test takers reported unacceptable and pervasive problems with Meazure Learning’s administration of the exam, which severely impacted their experience and ability to take the test.

The lawsuit, filed in Los Angeles Superior Court, includes claims for fraud, negligent misrepresentation, and breach of contract, and seeks both compensatory and punitive damages.

As the complaint details, Meazure Learning assured the State Bar that its systems offered a 99.982 percent uptime availability, that it could simultaneously handle up to 25,000 test-takers, and that the average response time to respond to any problems would be about a minute. These assertions were contradicted by actual performance, revealing a significant gap between promises made and services delivered.

The team includes Moez Kaba, Andrew Walsh and Tate Harshbarger.

The lawsuit is getting widespread media coverage, including the Los Angeles Times, Bloomberg, Reuters, Law.com, Daily Journal and Law360.

At the end of a closely followed 10-day trial in the courtroom of U.S. District Judge Consuelo B. Marshall, jurors deliberated less than three hours before siding with Disney.

The plaintiff, Buck Woodall, alleged he had passed his materials to a family member who worked on a Disney lot, but the jury decided that the creators of “Moana,” which earned nearly $700 million at the global box office, never had access to the plaintiff’s outlines and script for “Bucky the Surfer Boy.”

During his closing argument, which was widely quoted in the press, Disney’s lead counsel Moez Kaba said thousands of pages of development documents show every step of the movie’s creation, which was inspired by the paintings of Paul Gaugin and the writings of Herman Melville.

“You can see every single fingerprint,” Kaba said. “You can see the entire genetic makeup of ‘Moana.’”

“You know what you will not find? Any reference to Buck Woodall…any reference to ‘Bucky.’”

In addition to Kaba, the team includes Robert Klieger, Sourabh Mishra and Deeksha Kohli.

The verdict is being widely reported by outlets including the Associated Press, Reuters, Law360, Daily Journal, Bloomberg, Entertainment Weekly, The Independent and Courthouse News.

By Katie Arcieri

• Entri sued with claims GoDaddy blocked clients from its tools
• Both parties agreed to dismiss their claims in federal court

A Virginia-based company that helps small businesses set up domain name settings has dropped its antitrust case against website host GoDaddy.com LLC.

Entri LLC and GoDaddy jointly agreed to dismiss the claims and any counterclaims with prejudice, according to a Monday filing in the US District Court for the Eastern District of Virginia. Each party will bear its own costs and fees.

It’s not unusual for companies to dismiss claims against each other months after launching a suit, and voluntarily dismissal typically means some out-of-court settlement has been reached.

Entri declined to comment. GoDaddy didn’t immediately respond to inquiries for comment.

The case advanced last year when a federal judge denied GoDaddy’s motion to dismiss, ruling that Entri plausibly alleged an unreasonable restraint of trade.

Entri, a competitor of GoDaddy, alleged the company threatened its existing customers while blocking access to new customers seeking to use Entri’s application programming interface connectivity.

GoDaddy, the largest domain registrar in the world, filed counterclaims against Entri late last year, alleging that Entri unfairly used the GoDaddy logo and other branding to represent to its GoDaddy registrants that its services were supported by GoDaddy.

Entri is represented by firms including McGuireWoods LLP. GoDaddy.com LLC is represented by Hueston Hennigan LLP.

The case is Entri LLC v. GoDaddy.com LLC , E.D. Va., No. 1:24-cv-00569, 2/24/25 .

Reproduced with permission. Copyright Feb 25 2025 by Bloomberg Industry Group, Inc. (800-372-1033), http://www.bloombergindustry.com.